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TFMI — AGM Information 2026
Apr 28, 2026
52200_rns_2026-04-28_f7cd1d02-6714-47e3-834d-54f52d3074e1.pdf
AGM Information
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TWSE: 2832

臺灣塗粉保險股份有限公司
Taiwan Fire & Marine Insurance Co., Ltd.
2026 Annual General Meeting
Meeting Handbook
(Translation)
Note to Readers:
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 version shall prevail.
May 29, 2026
Taiwan Fire & Marine Insurance Co., Ltd.
Table of Contents
Agenda...1
Company Reports
1. 2025 Business Report...2
2. Audit Committee's 2025 Audit Report...2
3. 2025 Distribution of Employees' Bonus and Directors' Remuneration...2
4. Amendments to the Operating Procedures for Use of Funds in Special Projects, Public Utilities and Social Welfare Enterprises...3
Proposals
1. Adoption of the 2025 Business Report and Financial Statements...4
2. Adoption of the 2025 Earnings Distribution Proposal...4
Discussions and Elections
1. Amendments to the Corporate Charter...5
2. Election of 28th Term Directors (Directors including Independent Directors)...5
3. Approval to release 28th Term Directors from Non-Compete Clause...10
Extempore Motions
Annex
1. 2025 Business Report...11
2. Audit Committee's 2025 Audit Report...13
3. Comparative Table for the Amendments of Operating Procedures for Use of Funds in Special Projects, Public Utilities and Social Welfare Enterprises...14
4. 2025 Financial Report and CPA Report...43
5. 2025 Earnings Distribution Proposal...55
6. Comparative Table for the Amendments of Corporate Charter...56
Appendix
1. Procedural Rules of General Meetings...60
2. Corporate Charter...71
3. Rules for Election of Directors...79
4. Operating Procedures for Use of Funds in Special Projects, Public Utilities and Social Welfare Enterprises...82
5. Shareholding of the 27th Term Directors...94
Taiwan Fire & Marine Insurance Co., Ltd.
2026 Annual General Meeting
AGENDA
Annual General Meeting Method (Physical / hybrid / visual-only): Physical
Date & Time: 9:00 am, May 29, 2026 (Friday)
Venue: Happiness Room, Sheraton Grand Taipei Hotel
B2, No. 12, Sec. 1, Zhongxiao E. Road, Taipei City
I. Call the Meeting to Order
II. Chairman’s Remarks
III. Reports
IV. Proposals
V. Discussions and Elections
VI. Extempore Motions
VII. Adjournment
Reports
- Proposed by the Board
Report:
2025 Business Report
Explanatory Notes:
The 2025 Business Report is attached as Annex I on p11.
- Proposed by the Board
Report:
Audit Committee's 2025 Audit Report
Explanatory Notes:
1. The 2025 Financial Statements have been audited by the 18th meeting of the 4th Term of Audit Committee on March 5, 2026. The 2025 Business Report and the 2025 Earnings Distribution Proposal have been reviewed by the 19th meeting of the 4th Term of Audit Committee on April 16, 2026.
2. Audit Committee’s 2025 Audit Report is attached as Annex II on p. 13.
- Proposed by the Board
Report:
2025 Distribution of Employees' Bonus and Directors' Remuneration
Explanatory Notes:
Subject matter has been resolved and approved by the 20th meeting of the 27th Term of Board of Directors on March 6, 2026 to distribute NT$40,335,000 for employees' bonus and NT$40,335,000 for directors' remuneration.
- 2 -
Proposed by the Board
Report:
Amendments to the Operating Procedures for Use of Funds in Special Projects, Public Utilities and Social Welfare Enterprises
Explanatory Notes:
- Subject matter has been resolved and approved by the 18th meeting of the 27th Term of Board of Directors on December 26, 2025.
- The comparative table for the amendments is attached as Annex III on p14-42.
Proposals
1. Proposed by the Board
Proposal:
Adoption of the 2025 Business Report and Financial Statements
Explanatory Notes:
1. The 2025 Financial Statements and Business Report have been resolved and approved by the 20th meeting of the 27th Term of Board of Directors on March 6, 2026 and the 21st meeting of the 27th Term of Board of Directors on April 17, 2026 respectively. The Financial Statements have been audited and certified by CPA Chen-Hsiu Yang and CPA Wen-Yea Shyu of Deloitte & Touche.
2. Business Report, Financial Statements and CPA Report are attached as Annex I on p. 11 and Annex IV on p. 43-54.
Resolutions:
2. Proposed by the Board
Proposal:
Adoption of the 2025 Earnings Distribution Proposal
Explanatory Notes:
1. The 2025 Financial Statements have been audited by the CPA. The 2025 Earnings Distribution Proposal (refer to Annex V on p. 55) has been made pursuant to Article 36 of the Company's Corporate Charter and has been resolved and approved by the 21st meeting of the 27th Term of Board of Directors on April 17, 2026.
2. Cash dividend will be calculated to the rounding of NT$dollar, all the dividend figure for the fractional share that are less than NT$1 are to be combined and booked as Company’s other income.
3. Upon the approval of the subject matter by this Shareholders’ Meeting, the Chairman is been empowered to determine Record Date, Payment Date and other related matters. And thereafter when the payout ratio changed due to the exercise of the treasury stocks transfer, the Chairman is also been empowered to adjust accordingly.
Resolutions:
- 4 -
Discussions and Elections
- Proposed by the Board
Discussion:
Amendments to the Corporate Charter
Explanatory Notes:
1. Subject matter has been resolved and approved by the 20th meeting of the 27th Term of Board of Directors on March 6, 2026.
2. The comparative table for the amendments is attached as Annex VI on p. 56–59.
Resolutions:
- Proposed by the Board
Election:
Election of 28th Term Directors : Directors including Independent Directors.
Explanatory Notes:
1. The 27th term of Board of Directors expires on June 15, 2026. Pursuant to Article 199-1 of the Company Act, " their duties shall be performed until the newly elected Directors assume office."
2. The resolution of 27th term of Board of Directors has been passed during the 20th meeting on March 6, 2026 to elect twelve (12) directors, including Four (4) Independent Directors, for a three-year term from May 29, 2026 to May 28, 2029.
3. The nomination and election method are governed by the relevant laws and regulations. The following candidate list has been resolved and approved by the 21st meeting of the 27th Term Board of Directors on April 17, 2026.
The list is as follows :
| No. | Name of Candidate | Education | Experience | Shareholding | |
|---|---|---|---|---|---|
| 1 | Director | Steve Lee | PhD, Economics, School of Economics, Nankai University | Current : | |
| Chairman, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Director, Taiwan Chamber of Commerce & Industry | |||||
| Independent Director, My Humble House Hospitality Management Consulting Co., Ltd. | |||||
| Independent Director, DaDa Broadband Cable Co., Ltd. | |||||
| Director, Tong-Sheng Development Co., Ltd. | |||||
| Director, Navigator Real Estate Co., Ltd. | |||||
| Director, Navigator Investment Co., Ltd. | |||||
| Director, Taoyuan Enterprise Chamber. | 5,256,957 | ||||
| 2 | Director | Bank of Taiwan Co., Ltd. | |||
| Representative : | |||||
| Mei-Ling Wu | Master, Department of International Business, National Dong Hwa University | Current : | |||
| Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Senior Executive Vice President, Bank of Taiwan Co., Ltd. | |||||
| Previous : | |||||
| Executive Vice President & General Manager, Department of Credit Management, Bank of Taiwan | |||||
| Executive Vice President & General Manager, Department of Credit Analysis, Bank of Taiwan | |||||
| Vice President & General Manager, Department of Consumer Finance, Bank of Taiwan | |||||
| Vice President & General Manager, Tamsui Branch, Bank of Taiwan | 45,225,794 | ||||
| 3 | Director | Bank of Taiwan Co., Ltd. | |||
| Representative : | |||||
| Yi-Bao Lin | Bachelor of Laws, National Chengchi University | Current : | |||
| Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Senior Executive Vice President & Chief Compliance Officer (Concurrently GM of Department of Compliance), Bank of Taiwan Co., Ltd. | |||||
| Senior Executive Vice President & Chief Compliance Officer, Taiwan Financial Holding Co., Ltd. | |||||
| Director, Tea Industry Co., Ltd. joint venture in China | |||||
| Deputy Chairperson, Financial Regulations and Disciplinary Committee, The Bankers Association of the Republic of China | |||||
| Member, Taiwan Futures Exchange OTC Derivatives Clearing Disciplinary Committee | |||||
| Previous : | |||||
| Executive Vice President & General Manager, Department of Domestic Operations, Bank of Taiwan | |||||
| Vice President & General Manager, Panchiao Branch and Minchuan Branch, Bank of Taiwan | 45,225,794 |
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| No. | Name of Candidate | Education | Experience | Shareholding | |
|---|---|---|---|---|---|
| 4 | Director | Bank of Taiwan Co., Ltd. | |||
| Representative : Wei-Hsin Wang | Master of Finance Department, National Taiwan University | Current : | |||
| Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Executive Vice President & General Manager, Department of Corporate Finance, Bank of Taiwan | |||||
| Previous : | |||||
| EVP and General Manager, Department of Business, Bank of Taiwan Co., Ltd. | |||||
| EVP & GM, Department of Precious Metals, Bank of Taiwan | |||||
| VP & GM, Hoping Branch, Bank of Taiwan. | 45,225,794 | ||||
| 5 | Director | Yong-Shin Development Co., Ltd. | |||
| Representative : Chung-Chou Chang | Master, Department of Computer Science, Northrop University | Current : | |||
| Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Chairman, Ambassador Co., Ltd. | |||||
| Chairman, JinShen Technology Co., Ltd. | |||||
| Chairman, Ambassador Film Inc | |||||
| Director, Ambassador Co., Ltd. | |||||
| Director, Chiung Ming Development & Trading Co. | |||||
| Director, Mayduli Film Co., Ltd. | 16,910,974 | ||||
| 6 | Director | Yong-Shin Development Co., Ltd. | |||
| Representative : Bin-Fu Chen | EMBA, College of Management, National Taiwan University | Current : | |||
| Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| City Councilor, Taipei City Council | |||||
| Chairman, Guang Shi Co., Ltd. | |||||
| Chairman, KungFu Investment Co., Ltd. | |||||
| Chairman, TsaiYu Investment Co., Ltd. | |||||
| Independent Director, Chainqui Construction Development Co., Ltd. | |||||
| Independent Director, Acbel Polytech Inc. | |||||
| Director, CCK Foundation | |||||
| Director, Modena Motori Taiwan Co., Ltd. | |||||
| Previous : | |||||
| Supervisor, Taiwan Fire & Marine Insurance Co., Ltd. | 16,910,974 | ||||
| 7 | Director | Yong-Shin Development Co., Ltd. | |||
| Representative : Stephanie Lee | Master, Enterprise Risk Management, Columbia University, New York | ||||
| Master, Brand Management and Public Relations, Parsons School of Design Bachelor, Economics, New York University | Current : | ||||
| Director, Minhan Investment Co., Ltd. | |||||
| Director, Shuangfang Gallery Co., Ltd. | 16,910,974 |
| No. | Name of Candidate | Education | Experience | Shareholding | |
|---|---|---|---|---|---|
| 8 | Director | Shan-Yue Industrial Co., Ltd Representative : Chain-Cheng Lee | Ph.D., Economics, Shanghai University. of Finance / Economics, Shanghai. MBA, Financial Risk Management, St John's University MBA, Business Administration, Johnson & Wales University. | Current : Director, Taiwan Fire & Marine Insurance Co., Ltd. Chairman, Yong-Shin Development Co., Ltd. Chairman, Navigator Real Estate Co., Ltd. Chairman, Tong-Sheng Development Co., Ltd. Director, Navigator Investment Co., Ltd. Director, Jia-Der Investment Co., Ltd. Director, Navigator Investment Co., Ltd. Director, TFMI Foundation | 168,000 |
| 9 | Independent Director | Christopher Chang | College of Law, National Chengchi University | Current : Independent Director, Taiwan Fire & Marine Insurance Co., Ltd. Previous : Chairman, Continental Development Corporation Independent Director, Wistron Corporation Executive Director, Grand River Development Limited Partner/Senior Advisor, Lee and Li Attorneys at Law | 0 |
| 10 | Independent Director | Cheng Ching Huang | Master of Business Administration, University of Tennessee, Knoxville Bachelor of Business Administration, National Chengchi University | Current : Independent Director, Taiwan Fire & Marine Insurance Co., Ltd. Previous : Executive Vice President, Land Bank of Taiwan General Manager of Department of International Banking, Land Bank of Taiwan General Manager of Department of Treasury, Land Bank of Taiwan General Manager of Hoping Branch General Manager of Offshore Banking Unit Branch, Land Bank of Taiwan Deputy General Manager of Credit Management, Land Bank of Taiwan Supervisor, Taiwan Fire & Marine Insurance Co., Ltd. Director, United Taiwan Bank, S.A. Director, Agricultural Credit Guarantee Fund Director, Trust Association of R.O.C. Director, Bills Finance Association of R.O.C. | 0 |
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| No. | Name of Candidate | Education | Experience | Shareholding | |
|---|---|---|---|---|---|
| 11 | Independent Director | Nien-Tsu Chiang | Ph.D of Law, National Chengchi University. Ph.D of Business Administration, Macau University of Science and Technology. Executive master of Business Administration, National Chengchi University. Post Bachelor of Law, Graduate Department of Law, Fu Jen Catholic University. Bachelor of Arts, Department of Political Science, Tunghai University | Current : | |
| Independent Director, Taiwan Fire & Marine Insurance Co., Ltd. | |||||
| Associate Professor, Interdisciplinary Bachelor’s Program of the Longitudinal Valley College, National Dong Hwa University | |||||
| Adjunct Assistant Professor, Dept. of Public Finance and Tax Administration, National Taipei University of Business. | |||||
| Adjunct Assistant Professor, Graduate Department of Law, Fu Jen Catholic University. | |||||
| Previous : | |||||
| Assistant Professor, Dept. of Finance, National Dong Hwa University | |||||
| Adjunct Assistant Professor, College of Law, National Chengchi University | |||||
| Adjunct Assistant Professor, Department of Business Administration, Nanhua University. | |||||
| Chairman, Taipei Awakening Association. | |||||
| Member, Crime Prevention Center, Ministry of the Interior. | |||||
| Member, Taipei City Gender Equality Commission | |||||
| Consultant, Judicial Reform Foundation. | 0 | ||||
| 12 | Independent Director | Chun-Yi Tung | Department of Science and Technology, Waseda University, Japan Master of LSI University of Southern California Bachelor, Department of Economics | Current : | |
| Chairman, Abico Capital Co., Ltd. | |||||
| Chairman, Nengding Investment Co., Ltd. | |||||
| Director, Abico Avy Co., Ltd. | |||||
| Director, Ability Enterprise Co., Ltd. | |||||
| Director, Starlux Airlines Co., Ltd. | |||||
| Director, AVY Co., Ltd. | |||||
| Director, Jabon International Co., Ltd. | |||||
| Director, 1 Production Film Co. | 0 |
Proposed by the Board
- Discussion:
Approval to release 28th Term Directors from Non-Compete Clause.
Explanatory Notes:
1. This proposal has been resolved and approved at the 21st meeting of 27th term Board of Directors on April 17, 2026.
2. According to Article 209 of the Company Act, "Directors who, for themselves or on behalf of others, engage in acts that fall within the scope of the company’s business shall explain the material details of such acts to the shareholders’ meeting and obtain its approval."
3. If the Company's newly elected Directors have engaged in competitive businesses as follows, it is proposed that the Non-Compete Clause pursuant to law shall be released.
| Name | Item |
|---|---|
| Bank of Taiwan Co., Ltd. | 1. Director, First Financial Holding |
| 2. Director, Hua Nan Financial Holdings | |
| 3. Director, Taiwan Business Bank | |
| 4. Director, Mega Financial Holding | |
| 5. Director, United Taiwan Bank | |
| Mei-Ling Wu | Senior Executive Vice President, Bank of Taiwan Co., Ltd. |
| Yi-Bao Lin | 1. Chief Compliance Officer, Taiwan Financial Holding Co., Ltd. |
| 2. Chief Compliance Officer and Head of Compliance Department, Bank of Taiwan Co., Ltd. | |
| Wei-Hsin Wang | Manager of Corporate Banking Department, Bank of Taiwan Co., Ltd. |
Resolutions:
Extempore Motions
- 10 -
Annex I
2025 Business Report
I. Business Policy
Our company upholds the business strategy of “stable operation and customer orientation,” striving for sustainable corporate development while adhering to our core principles of fair customer treatment, financial inclusion, social responsibility, and employee care. In response to an evolving operating environment, we continue to strengthen corporate governance, risk management, and regulatory compliance, while enhancing professional capabilities to reinforce our core competitiveness. In our operations, we remain committed to providing reliable protection for our policyholders, while balancing shareholder interests and employee well-being, with the aim of creating long-term value for all stakeholders.
Guided by the philosophy of “cherishing the present and safeguarding the future,” and leveraging the resources of the TFMI Foundation, we actively engage in public welfare initiatives. We have long supported underprivileged groups, women, and elderly individuals living alone, as well as contributed to improvements in the healthcare environment. In addition, we continue to cultivate grassroots sports talent, support special education for children with developmental delays, promote anti-drug awareness campaigns on campuses, and advocate for arts, cultural activities, and academic research. We have further supported National Taiwan University’s “Leadership and Talent Program,” fostering the development and retention of local talent. Through these initiatives, we remain committed to making a meaningful impact on society.
II. Business Results and Profitability
In 2025, we integrated a diverse range of products and leveraged our channel advantages to expand niche markets, while continuously enhancing customer service quality. Premium income from written policies totaled NT$9,493,579 thousand, representing a growth rate of 6.98%, while retained premium growth was 3.80%. With our track record and financial stability, S&P and Taiwan Ratings reaffirmed our “A-/Stable” and “twAA/Stable” credit ratings. We are committed to fair customer treatment, corporate governance, regulatory compliance, and corporate social responsibility, and continue to promote sustainable development. In the Corporate Governance Evaluation, we ranked among the top 35% of listed companies. In recognition of these efforts, we were awarded the Silver Award at the Taiwan Corporate Sustainability Awards (TCSA) in the “Sustainability Report – Financial and Insurance Sector – Category 1.” In alignment with government policies, we also received the “Outstanding Product Enhancement Award” and the “Excellence Award for ESG Sustainable Agricultural Insurance” from the Ministry of Agriculture. We have maintained the leading market share in residential fire insurance sector. Supported by our continuous profitability and stable dividend policy, the Company has been selected as a constituent of the TIP Taiwan Pristine Stock Index, effective January 2026.
In 2025, our operating revenue amounted to NT$7,274,586 thousand, with operating costs of NT$4,090,476 thousand and operating expenses of NT$1,647,961 thousand. Profit before tax was NT$1,533,790 thousand, and net income for the year was NT$1,242,577 thousand after income tax expenses of NT$291,213 thousand. Earnings per share (EPS) were NT$4.83 before tax and NT$3.91 after tax.
- 11 -
III. R&D Overview
In terms of insurance products, we develop product portfolios through structured initiatives, designing solutions based on market conditions, regulatory requirements, and consumer needs to enhance product diversity. In fulfilling our corporate social responsibility, we actively support policy-driven insurance programs, with our residential earthquake insurance once again receiving recognition from the regulatory authorities. Additionally, while ensuring operational stability, we continue to develop management and service systems. During the year, we developed 19 insurance products and obtained four new patents, providing policyholders with comprehensive and diversified protection and services.
Looking ahead, we will continue to leverage insurance technology across digital operations, including product development, marketing, underwriting, claims processing, and administrative services, while pursuing further patent applications to enhance service quality. At the same time, we will improve operational efficiency, optimize asset utilization, and promote diversified investment strategies to enhance capital efficiency and support long-term sustainable development.
Chairman: Steve Lee
President: Chao-Feng Chen
Chief Accountant: Pi-Chen Wang
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- 13 -
Annex II
Audit Committee’s 2025 Audit Report
The Board of Directors has prepared the 2025 Business Report, Financial Statements and the Earnings Distribution Proposal in accordance with Article 228 of the Company Act. The Financial Statements have been audited by CPA Chen-Hsiu Yang and CPA Wen-Yea Shyu of Deloitte & Touche, who have submitted an Audit Report. The Business Report, Financial Statements and the Earnings Distribution Proposal have been reviewed by the Audit Committee who found no inconsistencies. In accordance with Article 219 of the Company Act and Article 14-4 of the Securities and Exchange Act, this report is submitted for shareholder's examination.
To:
2026 Annual General Meeting of Taiwan Fire & Marine Insurance Co., Ltd.
Audit Committee
Convener: Cheng-Ching Huang
April 16, 2026
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Annex III
Taiwan Fire & Marine Insurance Co., Ltd.
Operating Procedures for Use of Funds in Special Projects, Public Utilities, and Social Welfare Enterprises
Comparative Table for the Amendments
| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| Article 2 | ||
| The use of funds in special projects referred to herein shall be restricted to investments or extension of loans for the following projects: | ||
| I. Emerging and key strategic business or infrastructure projects approved by the government. | ||
| II. Venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses or private equity funds that meet the criteria specified by the competent authority and support projects in government policies. | ||
| III. Industrial zone or regional development projects approved by the government. | ||
| IV. Purchase of houses by the houseless. | ||
| V. Cultural and educational conservation and construction. | ||
| VI. Funeral facilities not distributed as public utilities listed in Article 3. | ||
| VII. Other use in line with the government policies. | Article 2 | |
| The use of funds in special projects referred to herein shall be restricted to investments or extension of loans for the following projects: | ||
| I. Emerging and key strategic business projects approved by the government. | ||
| II. Venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses or private equity funds that meet the criteria specified by the competent authority and support projects in government policies. | ||
| III. Industrial zone or regional development projects approved by the government. | ||
| IV. Purchase of houses by the houseless. | ||
| V. Cultural and educational conservation and construction. | ||
| VI. Funeral facilities not distributed as public utilities listed in Article 3. | ||
| VII. Other use in line with the government policies. | Pursuant to Article 2 of the “Regulations Governing the Management of Insurers’ Funds for Special Investments in Public and Social Welfare Enterprises,” as amended and promulgated by the FSC under Order No. 11404938681 dated October 28, 2025 (hereinafter referred to as the “Regulations”), it is stipulated that infrastructure projects invested in, constructed, or operated by the Company shall fall within the scope of infrastructure eligible for private participation as approved by the competent authorities for the relevant industries and governments at all levels in accordance with the applicable mechanisms, and shall meet the prescribed conditions. Accordingly, infrastructure has been added to Subparagraph 1. |
| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| Article 3 | ||
| The use of funds for public utilities referred to herein shall be restricted to the following utilities investment projects: | ||
| I. Transportation facilities of highways, railroads, harbors, parking lots and airports. | ||
| II. Facilities of public utilities, such as water, electricity, telecommunications, etc. | ||
| III. Construction of social housing and elderly residence projects. | ||
| IV. Environmental protection facilities, including river, sewerage, garbage and waste disposal, and funeral facilities, excluding cemeteries and columbarium. | ||
| V. Construction of public-welfare facilities for public recreation. | ||
| VI. Public construction projects carried out pursuant to the Act for Promotion of Private Participation in Infrastructure Projects (the “PPIP Act”) or other applicable laws and regulations. | ||
| VII. Other public construction projects carried out in coordination with government policies. | ||
| The public construction projects handled in accordance with other laws as referred to in Subparagraph 6 of the preceding paragraph mean projects that are planned by the competent authority pursuant to other applicable laws and regulations, are recognized as public investments aligned with government policy, and for which the development area of | Article 3 | |
| The use of funds for public utilities referred to herein shall be restricted to the following utilities investment projects: | ||
| I. Transportation facilities of highways, railroads, harbors, parking lots and airports. | ||
| II. Facilities of public utilities, such as water, electricity, telecommunications, etc. | ||
| III. Construction of social housing and elderly residence projects. | ||
| IV. Environmental protection facilities, including river, sewerage, garbage and waste disposal, and funeral facilities, excluding cemeteries and columbarium. | ||
| V. Construction of public-welfare facilities for public recreation. | ||
| VI. Other public business carried out in coordination with government incentive and development programs. | ||
| If the Company engages in public investment in accordance with Subparagraph 6 of the preceding paragraph, according to the regulations of the competent authority, when participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the insurer’s capital contribution multiplied by the percentage of the parts of the real estate for residential use repaid by the investee company to the total area of the real estate project may not exceed 10%. In addition, the insurer may not acquire ownership of the residential property. This | 1. Pursuant to Article 3 of the Regulations, the scope of the Company’s public investments has been expanded to include public infrastructure projects undertaken in accordance with the Act for Promotion of Private Participation in Infrastructure Projects or other applicable laws and regulations, together with the conditions to be complied. Accordingly, Subparagraph 6 of Paragraph 1 and Paragraph 2 have been added. | |
| 2. In line with the addition of Paragraph 2, the subsequent paragraphs have been renumbered accordingly, and the wording of the paragraph and subparagraph numbering has been revised where appropriate. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| the public infrastructure or the original investment amount accounts for 50 percent or more. Public investments carried out in accordance with Subparagraphs 6 and 7 of Paragraph 1, according to the regulations of the competent authority, when participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the insurer’s capital contribution multiplied by the percentage of the parts of the real estate for residential use repaid by the investee company to the total area of the real estate project may not exceed 10%. In addition, the insurer may not acquire ownership of the residential property. This restriction does not apply if the residences are provided for lease only. | restriction does not apply if the residences are provided for lease only. | |
| Article 5 | ||
| The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans, and investments as are in line with the government policies or making contribution to social welfare institutions registered in accordance with relevant laws. Where the Company use its funds to invest in a special project, public utilities and social welfare institutions, the invested entity meeting any of the following criteria may be a limited partnership enterprise | Article 5 | |
| The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans, and investments as are in line with the government policies or making contribution to long-term care institutions registered in accordance with relevant laws. | ||
| Where the Company use its funds to invest in a special project and public utilities, the invested entity meeting any of the following criteria may be a limited partnership enterprise | 1. Pursuant to Article 5 of the Administrative Regulations, considering that social welfare enterprises —excluding long-term care institutions with medical facilities, childcare, elderly care, and other entities organized as foundations, the Company investments in social welfare enterprises shall not be limited to stock companies but may include foundations or other organizational forms. Accordingly, the wording of Paragraph 1 is amended. | |
| 2. Pursuant to the FSC’s Order No. 11404904513 dated March 26, 2025. insurance companies are permitted to indirectly invest in social welfare |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph: | ||
| I. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses. | ||
| II. The invested entity is the private equity fund listed in Subparagraph 2, Article 2. | ||
| III. The invested entity is the cultural and educational conservation and construction project provided in Subparagraph 5 of Article 2. | ||
| IV. Other entity regulated by the competent authority that cooperate with government policies. | ||
| Where the Company use its funds to engage in investments provided in the preceding paragraph, the insurer must be a limited partner in the limited partnership enterprise and meet the following requirements: | ||
| I. The Company has established internal operating rules in accordance with relevant self-regulatory rules set out by the insurance association and filed with the competent authority for reference; and | ||
| II. The Company’s ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Capital Adequacy Standard as specified in Subparagraph 1, | registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph: | |
| I. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses. | ||
| II. The invested entity is the private equity fund listed in Subparagraph 2, Article 2. | ||
| III. The invested entity is the cultural and educational conservation and construction project provided in Subparagraph 5 of Article 2. | ||
| IV. Other entity regulated by the competent authority that cooperate with government policies. | ||
| Where the Company use its funds to engage in investments provided in the preceding paragraph, the insurer must be a limited partner in the limited partnership enterprise and meet the following requirements: | ||
| I. The Company has established internal operating rules in accordance with relevant self-regulatory rules set out by the insurance association and filed with the competent authority for reference; and | ||
| II. The Company’s ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Capital Adequacy Standard as | enterprises through domestic private equity funds structured as limited partnerships. Accordingly, the wording of Paragraph 2 is amended. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| Paragraph 2, Article 143-4 of the Insurance Act (hereinafter referred to as the “Statutory Standard”). | specified in Subparagraph 1, Paragraph 2, Article 143-4 of the Insurance Act (hereinafter referred to as the “Statutory Standard”). | |
| Article 6 | ||
| Investment limit and management level: In the investment projects reviewed and approved by the securities investment group, the total investment in the same invested entity that hasn’t exceeded NT$100 million shall be subject to prior approval by the President; investments that haven’t exceeded NT$150 million shall be subject to prior approval by the Chairman; investments of more than NT$150 million shall be subject to prior approval of the Board of Directors. | ||
| Procedure for determination of transaction terms: | ||
| I. The Financial Dept. prepares the “Investment Evaluation Summary Table” based on the investment research information, such as the Company's profile, overview of business, finance and industrial development trend collected by it, sets forth the investment orientation and framework, and establish the monitoring mechanism. | ||
| II. The Financial Dept. produces the investment project proposal with respect to the entity to be invested in accordance with the Company's “Directions for Securities Investment Operations,” and submit the same to the Securities | Article 6 | |
| Investment limit and management level: In the investment projects reviewed and approved by the securities investment group, the total investment in the same invested entity that hasn’t exceeded NT$100 million shall be subject to prior approval by the President; investments that haven’t exceeded NT$150 million shall be subject to prior approval by the Chairman; investments of more than NT$150 million shall be subject to prior approval of the Board of Directors. | ||
| Procedure for determination of transaction terms: | ||
| I. The Financial Dept. prepares the “Investment Evaluation Summary Table” based on the investment research information, such as the Company's profile, overview of business, finance and industrial development trend collected by it, sets forth the investment orientation and framework, and establish the monitoring mechanism. | ||
| II. The Financial Dept. produces the investment project proposal with respect to the entity to be invested in accordance with the Company's “Directions for Securities Investment Operations,” and submit the same to the Securities | 1. Pursuant to the opinions on improvement matters raised by the FSC in its 2025 inspection report, provisions are hereby added to specify the appointment and management systems for directors and supervisors of the public investment and social welfare enterprises listed for investment. Accordingly, Subparagraphs 1 to 3 under Paragraph 6 are newly stipulated, and the provisions under Paragraph 6 concerning the election format for independent directors are relocated to Paragraph 7 |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| Investment Group. The contents thereof shall cover the data, such as the Company's overview, product descriptions, industrial development trend, analysis on competitiveness, overview of finance, trading price and evaluation conclusion. Internal audit system: I. Risk management measures | ||
| (I) All investment projects shall avoid over-concentrated allocation of funds to the same industry category to strengthen the liquidity, profitability, and safety of the entire investment portfolio. | ||
| (II) The Financial Dept. shall review whether its investment limit and operating procedure satisfy the relevant requirements, and complete the operations related to delivery and custody of certificates in order. | ||
| (III) If any legal matters are involved in the process of investment, Financial Department shall consult with the Company's legal affairs unit or external legal advisor. | ||
| Post-investment management method. I. Periodic evaluation and performance analysis: The Financial Dept. shall ask the invested entities for financial reports (statements) periodically, and attend general meetings convened by the invested entities. Meanwhile, it shall | Investment Group. The contents thereof shall cover the data, such as the Company's overview, product descriptions, industrial development trend, analysis on competitiveness, overview of finance, trading price and evaluation conclusion. Internal audit system: I. Risk management measures | |
| (I) All investment projects shall avoid over-concentrated allocation of funds to the same industry category to strengthen the liquidity, profitability, and safety of the entire investment portfolio. | ||
| (II) The Financial Dept. shall review whether its investment limit and operating procedure satisfy the relevant requirements, and complete the operations related to delivery and custody of certificates in order. | ||
| (III) If any legal matters are involved in the process of investment, Financial Department shall consult with the Company's legal affairs unit or external legal advisor. | ||
| Post-investment management method. I. Periodic evaluation and performance analysis: The Financial Dept. shall ask the invested entities for financial reports (statements) periodically, and attend general meetings convened by the invested entities. Meanwhile, it shall |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| analyze the business and financial plans to know well about the invested entities’ development status at any time and mitigate investment risk, and shall have its head report the invested entities’ overview of business to the Company's Board of Directors on a semi-annual basis. |
II. Financial Dept. shall regularly review whether the actual investment conditions meet the original investment plan and scope, the regulations of the competent authority or the competent authorities of other industries, and evaluation and plans for the required response measures.
III. For the invested entities listed in Subparagraph 2, Article 2, it must be reviewed and ensured that the invested entity does not involve itself in management right disputes of enterprises in which it has direct or indirect investments, and such requirements must be included in the contracts or other agreement documents it has signed.
The Company shall adopt the internal audit system in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and the Company's internal control system.
I. Internal audit framework
The Company establishes the Internal Audit Office | analyze the business and financial plans to know well about the invested entities’ development status at any time and mitigate investment risk, and shall have its head report the invested entities’ overview of business to the Company's Board of Directors on a semi-annual basis.
II. Financial Dept. shall regularly review whether the actual investment conditions meet the original investment plan and scope, the regulations of the competent authority or the competent authorities of other industries, and evaluation and plans for the required response measures.
III. For the invested entities listed in Subparagraph 2, Article 2, it must be reviewed and ensured that the invested entity does not involve itself in management right disputes of enterprises in which it has direct or indirect investments, and such requirements must be included in the contracts or other agreement documents it has signed.
The Company shall adopt the internal audit system in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and the Company's internal control system.
I. Internal audit framework
The Company establishes the Internal Audit Office | |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| under the Board of Directors, and delegates one General Auditor and an appropriate amount of qualified personnel as full-time internal auditors to conduct the auditing operations independently. |
II. Frequency and scope of audit
Conduct the audit required under the “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises” once per year with a view to confirming whether the related matters and controls comply with laws and the Company's regulations.
III. Submission procedure of the audit report
A written audit report shall be produced and submitted to the Audit Committee for review within two months at the end of each audit.
IV. Improvement tracking
The Internal Audit Office shall ask Financial Dept. to improve the deficiencies found during the audit, continue to follow up and re-check the improvement, and include the improvement as an important indicator to determine the reward & punishment to, and performance appraisal on, Financial Department.
If the Company invests in an enterprise listed in Article 3 and Article 4, the appointment of directors and supervisors and management system:
I. Directors and supervisors | under the Board of Directors, and delegates one General Auditor and an appropriate amount of qualified personnel as full-time internal auditors to conduct the auditing operations independently.
II. Frequency and scope of audit
Conduct the audit required under the “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises” once per year with a view to confirming whether the related matters and controls comply with laws and the Company's regulations.
III. Submission procedure of the audit report
A written audit report shall be produced and submitted to the Audit Committee for review within two months at the end of each audit.
IV. Improvement tracking
The Internal Audit Office shall ask Financial Dept. to improve the deficiencies found during the audit, continue to follow up and re-check the improvement, and include the improvement as an important indicator to determine the reward & punishment to, and performance appraisal on, Financial Department.
If the Company invests in an entity listed in Article 3 and Article 4, the appointment of directors and supervisors and management system thereof shall follow the Company’s “Internal Control Procedures,” | |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| appointed by the Company to invested companies shall meet one of the following qualifications: |
(I) Currently hold positions closely related to the business operations of the invested company.
(II) With specialized expertise suitable for the business needs of the invested company.
II. Candidates for directors and supervisors appointed by the Company to invested companies shall be designated by resolution of the Chairman.
III. Directors and supervisors appointed by the Company to invested companies shall be removed from post if any of the following circumstances occur during their term:
(I) Change in duties rendering concurrent service inappropriate.
(II) Conduct or statements detrimental to the Company’s interests.
(III) Inability to perform duties due to any reason.
If the Company invests in an entity listed in Article 3 and Article 4, when the Company appoints more than half of the directors of the invested entity, The invested entity must appoint least one independent director. Such independent director shall not be elected pursuant to Article 27 of the Company Act by the government, a juristic person shareholder, or its representative, and have the professional knowledge necessary for the business operations of the invested entity. | and when the Company appoints more than half of the directors of the invested entity, they must include least one independent director who must have the professional knowledge necessary for the business operations of the invested entity. The independent director must also maintain their independence within the scope of their job duty and may not have direct or indirect interests with the Company or its affiliate companies. | |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| The independent director must also maintain their independence within the scope of their job duty and may not have direct or indirect interests with the Company or its affiliate companies. | ||
| Article 7 | ||
| Original investment amount: | ||
| I. The limits for the Company engaging in investment on special projects, public utilities, and social welfare enterprises shall be no more than 15% of the Company's capital in total. | ||
| II. The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2 of Article 5. | ||
| III. The investment in one and the same entity shall comply with the following requirements: | ||
| (I) Where the invested entity is a venture investment enterprise, and the entity referred to in subparagraph 4, Paragraph 2 of Article 5, such amount shall be no more than 25% of the invested entity’s total issued shares or actual capital contribution. | ||
| (II) Where the investment is made to a private equity fund listed in Subparagraph 2, Article 2, shall be no more than 20% of the invested entity’s total issued shares or actual capital contribution. However, if it meets the regulations of the | Article 7 | |
| Original investment amount: | ||
| I. The limits for the Company engaging in investment on special projects, public utilities, and social welfare enterprises shall be no more than 10% of the Company's capital in total. | ||
| II. The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2 of Article 5. | ||
| III. The investment in one and the same entity shall comply with the following requirements: | ||
| (I) Where the invested entity is a venture investment enterprise, and the entity referred to in subparagraph 4, Paragraph 2 of Article 5, such amount shall be no more than 25% of the invested entity’s paid-in capital or actual capital contribution. | ||
| (II) Where the investment is made to a private equity fund listed in Subparagraph 2, Article 2, shall be no more than 20% of the invested entity’s paid-in capital or actual capital contribution. However, if it meets the regulations of the | 1. Pursuant to Article 7 of the Administrative Regulations, to enhance the flexibility of insurance companies’ fund allocation, the total investment limits for special-purpose fund and investments in public utilities and social welfare enterprises are relaxed. Accordingly, the limit prescribed under Subparagraph 1 of Paragraph 1 is amended. | |
| 2. In accordance with the addition under Paragraph 1, Article 2 of the Administrative Regulations permitting insurance companies to invest in infrastructure projects not qualifying as public investments under Article 3, along with prescribed limits, the wording of Item 1 of Subparagraph 3, Paragraph 1 is amended. | ||
| 3. Considering Article 146-1 of the Insurance Act adopts the total issued shares as the basis for calculating insurance companies’ investment limit ratios in invested targets, “paid-in capital” is revised to “total issued shares.” Accordingly, the wording of Item 1 to 3 under Subparagraph 3, |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| competent authority, it shall be no more than 25% of the invested entity’s total issued shares or actual capital contribution. | ||
| (III) Where the investment is made to an enterprise with the items enumerated under Article 3 and 4, such amount shall be no more than 45% of the invested entity's total issued shares or actual capital contribution. The foregoing is not applied to the insurer which is qualified with the following conditions and obtains the approval of the competent authority: | ||
| 1. The Company’s ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard. | ||
| 2. The investment project has been approved by the Board of Directors, and independent directors and Audit Committee have been delegated too. | ||
| 3. There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authorities with relevant supporting document. | ||
| 4. There have been no major sanctions or | competent authority, it shall be no more than 25% of the invested entity’s paid-in capital or actual capital contribution. | |
| (III) Where the investment is made to an enterprise with the items enumerated under Article 3 and 4, such amount shall be no more than 45% of the invested entity's paid-in capital or actual capital contribution. The foregoing is not applied with the following conditions and with the approval of the competent authority: | ||
| 1. The Company’s ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard. | ||
| 2. The investment project has been approved by the Board of Directors, and independent directors and Audit Committee have been delegated. | ||
| 3. There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authorities with relevant supporting document. | ||
| 4. There have been no major sanctions or disciplinary actions imposed by the | Paragraph 1 is amended. | |
| 4. Pursuant to Paragraph 3, Article 7 of the Administrative Regulations, after undertaking special-purpose applications or investments in public utilities and social welfare enterprises, invested targets meeting the investment conditions under Subparagraph 3 or 4 of Paragraph 1, Article 146-1 of the Insurance Act shall comply with relevant investment regulations. Where an invested target’s fund utilization scope originally falls within the categories of public utilities and social welfare enterprises but subsequently exceeds such scope, with material changes to its principal business activities or operational policies, the Company shall file a declaration with the competent authority, accompanied by relevant supporting documents. If the competent authority determines that the invested target evidently deviates from the original investment purpose, the Company shall reduce its investment ratio to conform with the Insurance Act within a specified period, with provisions newly added for extensions of the disposal period. Accordingly, the wording of Paragraphs 3 and 4 is |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| disciplinary actions imposed by the competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority. |
- If this is not the first investment and the investment amount is no less than 45% of the invested entity's total issued shares or paid-in capital contribution, the invested entity shall show no accumulated losses in the financial statement for the most recent period and the invested entity is a private institution regulated by PPIP.
(IV) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's total issued shares or actual capital contribution.
IV. In case of securitization products issued by the Company aiming at the contents set forth in Article 3 and 4 as the target, such insurer may invest within the limit of 10% of the total amount of the securitization products, free of the restriction of the investment ratio set forth in the preceding Subparagraph.
V. The total amount of the Company invested in the entity listed in Paragraph 2 | competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority.
- If this is not the first investment and the investment amount is no less than 45% of the invested entity's paid-in capital or actual capital contribution, the invested entity shall show no accumulated losses in the financial statement for the most recent period and the invested entity is a private institution regulated by the Act for Promotion of Private Participation in Infrastructure Projects (PPIP).
(IV) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's paid-in capital or actual capital contribution.
IV. In case of securitization products issued by the Company aiming at the contents set forth in Article 3 and 4 as the target, such insurer may invest within the limit of 10% of the total amount of the securitization products, free of the restriction of the investment ratio set forth in the preceding Subparagraph.
V. The total amount of the | amended. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| of Article 5 shall not exceed 2% of its total funds. | ||
| VI. The investment in emerging and key strategic projects or venture investment enterprises shall comply with the following requirements: | ||
| (I) The total amount of investment in any emerging and key strategic project shall be no more than 3% of the Company's capital. | ||
| (II) The total amount of investment in any venture investment enterprise shall be no more than 8% of the Company's capital. The total amount of any venture investment enterprise managed by the same management consulting service company shall be no more than 6% of the Company's capital. | ||
| The major sanctions and disciplinary actions as prescribed in Item 3-4, subparagraph 3, Paragraph 1 of Article 7 and Item 1-5, subparagraph 2, Paragraph 3 of Article 10 refer to one of the major sanctions and disciplinary actions as specified in Article 2 of the FSC’s Regulations Governing Public Announcement and Explanation of Major Sanctions and Disciplinary Actions for Violations of Financial Laws. | ||
| Where, after the Company engages in investment on special projects, public utilities, and social welfare enterprises, the enterprise is qualified to accept investments under the sub- | Company invested in the entity listed in Paragraph 2 of Article 5 shall not exceed 2% of its total funds. | |
| VI. The investment in emerging and key strategic projects or venture investment enterprises shall comply with the following requirements: | ||
| (I) The total amount of investment in any emerging and key strategic project shall be no more than 3% of the Company's capital. | ||
| (II) The total amount of investment in any venture investment enterprise shall be no more than 8% of the Company's capital. The total amount of any venture investment enterprise managed by the same management consulting service company shall be no more than 6% of the Company's capital. | ||
| The major sanctions and disciplinary actions as prescribed in Item 3-4, subparagraph 3, Paragraph 1 of Article 7 and Item 1-5, subparagraph 2, Paragraph 3 of Article 10 refer to one of the major sanctions and disciplinary actions as specified in Article 2 of the FSC’s Regulations Governing Public Announcement and Explanation of Major Sanctions and Disciplinary Actions for Violations of Financial Laws. | ||
| Where, after the Company engages in investment on special projects, public utilities, and social welfare enterprises, the enterprise is qualified to accept |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the subparagraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act and the following regulation: |
I. Where an invested entity fund utilization scope originally falls within the categories listed under Article 3 or 4 but the said investment exceeds the ratio as stipulated in subparagraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Act, no additional funds shall be invested by the Company in the entity unless the entity requires capital increase by the Company on a pro rata basis subject to the Company's original equity share in the entity.
II. Where an invested entity fund utilization scope originally falls within the categories prescribed under Article 3 or 4 but subsequently exceeds the scope and with major changes to the business and operation policy, the Company should report to the authority within seven (7) working days. If the authority determines that the invested entity deviates from the original investment purpose, the Company shall reduce its investment ratio to conform with the ratio stipulated in according to in subparagraph 3 or 4 of Paragraph 1 of Article 146-1 of the Insurance Act within three (3) years from the date of receipt of the competent | investments under the subparagraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the subparagraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act instead. provided that if the said investment exceeds the ratio as prescribed in subparagraph 3, or 4 of Paragraph 1, or Paragraph 2 of Insurance act Article 146-1, no additional funds shall be invested by the Company in the entity unless the entity requires capital increase by the Company on a pro rata basis subject to the Company's original equity share in the entity.
Where the Company and its stakeholders jointly hold an invested entity prescribed in subparagraph 2 of Article 2, and subparagraph 1, 2 and 4 of Paragraph 2 of Article 5 or take any methods to achieve controlling and subordinate relations with the same invested entity, the following requirements shall be met:
I. The Company may not take any direct or indirect methods via the entity to intervene in the business management and investment decisions of the same entity and its invested entity;
II. The combined investments of the Company and the entity in a company stock whose public issuance is approved by law as prescribed in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act may not exceed the limit as prescribed in | |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| authority’s written notice. | ||
| However, the Company may, at least two (2) months prior to the expiration of the adjustment period under the preceding subparagraph, apply to the authority for an extension with justification for its inability to dispose of shares within the prescribed timeframe; such requirement shall not apply in such cases. | ||
| Applications for extension under the proviso of Subparagraph 2 of the preceding paragraph shall be limited to two (2) times, with each extension not exceeding one (1) year. | ||
| Where the Company and its stakeholders jointly hold an invested entity listed in subparagraph 2 of Article 2, and subparagraph 1, 2 and 4 of Paragraph 2 of Article 5 or take any methods to achieve controlling and subordinate relations with the same invested entity, the following requirements shall be met: | ||
| I. The Company may not take any direct or indirect methods via the entity to intervene in the business management and investment decisions of the same entity and its invested entity; | ||
| II. The combined investments of the Company and the entity in a company stock whose public issuance is approved by law as prescribed in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act may not exceed the limit as prescribed in subparagraph 3, Paragraph 1 of Article 146-1 of the | subparagraph 3, Paragraph 1 of Article 146-1 of the Act. | |
| The company stocks identified in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act as invested by the entity referred to in subparagraph 2, paragraph 4 of Article 7, which the Company shall combine into the calculation, is calculated based on the Company's investment ratio in the entity. Where the limit is exceeded, the insurer shall comply with the following regulations before the condition is improved: | ||
| I. The Company’s shareholding in the aforementioned company stock may not be increased; | ||
| II. The entity’s shareholding in said company stock which the Company shall combine into the calculation may not be increased. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| Act. | ||
| The company stocks identified in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act as invested by the entity referred to in subparagraph 2, paragraph 4 of Article 7, which the Company shall combine into the calculation, is calculated based on the Company's investment ratio in the entity. Where the limit is exceeded, the insurer shall comply with the following regulations before the condition is improved: | ||
| I. The Company’s shareholding in the aforementioned company stock may not be increased; | ||
| II. The entity’s shareholding in said company stock which the Company shall combine into the calculation may not be increased. | ||
| Article 8 | ||
| If the total amount of the Company invested in one and the same invested exceeds half of the total issued shares or half of the total outstanding voting shares of such invested entity, the followings shall be complied with: | ||
| I. The insurer shall ensure that the invested entity has set up an internal audit unit and set out in its internal control system the procedures and methods for self-assessment operation. Compliance with this implementation shall be tracked periodically by the insurer. | ||
| II. The insurer shall ensure that the invested entity has agreed to provide at least an annual audit report or self- | Article 8 | |
| If the total amount of the Company invested in one and the same invested exceeds half of the paid-in capital or half of the total outstanding voting shares of such invested entity, the followings shall be complied with: | ||
| I. The insurer shall ensure that the invested entity has set up an internal audit unit and set out in its internal control system the procedures and methods for self-assessment operation. Compliance with this implementation shall be tracked periodically by the insurer. | ||
| II. The insurer shall ensure that the invested entity has agreed to provide at least an annual audit report or self- | 1. In alignment with Article 7 revision of investment limit ratios for invested targets, "paid-in capital" is amended to "total issued shares." Accordingly, the wording of Paragraph 1 is revised. | |
| 2. It is explicitly provided that where the Company's investment amount or shareholding in the same invested target reaches the threshold for control and affiliation, and such subsidiary lacks substantive operations, Paragraph 1, Items 1 to 5 and Item 7, Paragraph 2, and Paragraph 3 shall not apply. Accordingly, explanatory wording is added to Paragraph 4. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| assessment report to the Company. The Company shall also ensure that the invested entity has agreed to submit a report to it within 10 days from the date the invested entity has found any violation or abnormality of the internal control system while conducting a project or annual audit. | assessment report to the Company. The Company shall also ensure that the invested entity has agreed to submit a report to it within 10 days from the date the invested entity has found any violation or abnormality of the internal control system while conducting a project or annual audit. | |
| III. The Company shall ensure that the invested entity has agreed it to conduct an on-site audit on the invested entity during the investment period. | III. The Company shall ensure that the invested entity has agreed it to conduct an on-site audit on the invested entity during the investment period. | |
| IV. If the income after tax of the invested entity in the most recent accounting year is negative or the invested entity generates accumulated losses after the investment, the Company shall submit an improvement plan to its Board of Directors within two months from the date the financial report has been prepared by the invested entity. Additionally, the Internal Audit Office of the Company shall submit a quarterly audit report on the implementation of the improvement plan to the Board of Directors. | IV. If the income after tax of the invested entity in the most recent accounting year is negative or the invested entity generates accumulated losses after the investment, the Company shall submit an improvement plan to its Board of Directors within two months from the date the financial report has been prepared by the invested entity. Additionally, the Internal Audit Office of the Company shall submit a quarterly audit report on the implementation of the improvement plan to the Board of Directors. | |
| V. The Internal Audit Office shall track the improvement status of the invested entity on the deficiencies and extraordinary circumstances mentioned in subparagraph 2 and conduct an on-site audit on the invested entity once every six months. The relevant | V. The Internal Audit Office shall track the improvement status of the invested entity on the deficiencies and extraordinary circumstances mentioned in subparagraph 2 and conduct an on-site audit on the invested entity once every six months. The relevant |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| tracking and audit items shall be included in scope of the internal control and audit of the Company. If any misconduct or material malpractice is detected, the Company shall immediately inform the invested entity and periodically prepare a tracking report. The completed audit and tracking report shall be submitted to the latest meeting of the Board of Directors of the Company. | ||
| VI. The subsidiaries shall comply with the required control procedure according to the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and “Regulations Governing Establishment of Internal Control Systems by Public Companies”. | ||
| VII. The insurer shall establish a monitoring and audit management system. Such monitoring and audit system shall at least include the regulations prescribes in the preceding six subparagraphs and be submitted to and passed by the board of directors. If the independent directors have objections or reserve their opinions, the meeting minutes shall record the details. | ||
| The audit and tracking report prescribed in Subparagraph 5 of previous Paragraph shall be signed by the general manager, the general auditor, and the compliance officer of the headquarter of the Company. | tracking and audit items shall be included in scope of the internal control and audit of the Company. If any misconduct or material malpractice is detected, the Company shall immediately inform the invested entity and periodically prepare a tracking report. The completed audit and tracking report shall be submitted to the latest meeting of the Board of Directors of the Company. | |
| VI. The subsidiaries shall comply with the required control procedure according to the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and “Regulations Governing Establishment of Internal Control Systems by Public Companies”. | ||
| VII. The insurer shall establish a monitoring and audit management system. Such monitoring and audit system shall at least include the regulations prescribes in the preceding six subparagraphs and be submitted to and passed by the board of directors. If the independent directors have objections or reserve their opinions, the meeting minutes shall record the details. | ||
| The audit and tracking report prescribed in Subparagraph 5 of previous Paragraph shall be signed by the general manager, the general auditor, and the compliance officer of the headquarter of the Company. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| The content of the audit report shall at least include the followings: | ||
| I. Operating status of the invested entity; | ||
| II. Quarterly financial statement of the invested entity; | ||
| III. The meeting minutes and the implementation status of the resolutions passed by the board of directors of the invested entity; | ||
| IV. The implementation status of the resolutions passed by the shareholders meeting of the invested entity; | ||
| V. The existence of violation or abnormalities in the internal control system of the invested entity; and | ||
| VI. Whether the invested entity has a major violation or has been involved in any illegal activity. | ||
| The Company shall comply with Article 11 of the “Regulations Governing Public Disclosure of Information by Property Insurers” to disclose the audit report for the implementation of investment improvement plans listed in subparagraph 4 of Paragraph 1, as well as the complete audit report of the invested entity listed in subparagraph 5 in the same Paragraph to the public under the notes which shall be made under the information disclosure website. Said disclosure information shall be updated within 10 days after submission to the Board of Directors. | ||
| Where the investee referred to in Paragraph 1, and its subsidiary over which control and subordinate relationship is established through | The content of the audit report shall at least include the followings: | |
| I. Operating status of the invested entity; | ||
| II. Quarterly financial statement of the invested entity; | ||
| III. The meeting minutes and the implementation status of the resolutions passed by the board of directors of the invested entity; | ||
| IV. The implementation status of the resolutions passed by the shareholders meeting of the invested entity; | ||
| V. The existence of violation or abnormalities in the internal control system of the invested entity; and | ||
| VI. Whether the invested entity has a major violation or has been involved in any illegal activity. | ||
| The Company shall comply with Article 11 of the “Regulations Governing Public Disclosure of Information by Property Insurers” to disclose the audit report for the implementation of investment improvement plans listed in subparagraph 4 of Paragraph 1, as well as the complete audit report of the invested entity listed in subparagraph 5 in the same Paragraph to the public under the notes which shall be made under the information disclosure website. Said disclosure information shall be updated within 10 days after submission to the Board of Directors. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| shareholding, has no substantive operating activities, the provisions of Subparagraphs 1 to 5 and Subparagraph 7 of Paragraph 1, as well as Paragraphs 2 and 3, shall not apply. | ||
| Article 9 | ||
| When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authorities by submitting the following documents, and if, subsequent to approval, the insured entity voluntarily modifies its investment plan or purpose in a manner that materially affects the financial evaluation of the investment or exceeds the scope or conditions stipulated in the original approval by the competent authority, the same re-approval procedures shall apply: | ||
| I. Investment plan and objectives (including objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders or partners’ structure of the limited partnership enterprise and management team). This document can be replaced by a letter of opinion on the financial adequacy of the investment project issued by a certified public accountant and a letter of legal opinion on the legitimacy of the investment project issued by a qualified lawyer where the investment is made onto an enterprise with the items enumerated under Articles 3 and 4. | ||
| II. Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes) | Article 9 | |
| When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authorities by submitting the following documents: | ||
| I. Investment plan and objectives (including objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders or partners’ structure of the limited partnership enterprise and management team). This document can be replaced by a letter of opinion on the financial adequacy of the investment project issued by a certified public accountant and a letter of legal opinion on the legitimacy of the investment project issued by a qualified lawyer where the investment is made onto an enterprise with the items enumerated under Articles 3 and 4. | ||
| II. Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes) | 1. Pursuant to Article 9 of the Administrative Regulations, where an insurance company, after approval, voluntarily changes its investment plan and purpose, the invested target's investment structure, operational policies or scope, or increases its capital contribution ratio to the invested target, resulting in material differences from the original approval that affect financial assessments or exceed the scope/conditions of the competent authority's approval, the Company shall submit relevant documents for re-approval by the competent authority. Accordingly, the wording of Paragraph 1 is amended | |
| 2. In alignment with Article 8's provisions excluding inactive subsidiaries from applicability, where an invested target and its controlled/affiliated subsidiaries lack substantive operations, the documents submitted for competent authority approval may omit financial reports. Accordingly, the wording of Item 3, Paragraph 1 is |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| enumerated under Articles 3 and 4. | III. Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year. | amended. |
| II. Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes) | IV. Summary of the limited partnership agreement draft if the invested entity is the limited partnership enterprise provided in Paragraph 2 of Article 5. | 3. To strengthen pre-investment legality assessments, applications for competent authority approval shall include a compliance opinion signed by the head of the Company's legal/ compliance department. Accordingly, Item 9, Paragraph 1 is newly added. |
| III. Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year, or where the invested entity and its subsidiaries over which it exercises control and affiliation lack substantive operational activities. | V. Documents regarding decisions resolved or powers authorized by the board of directors. | 4. For special-purpose fund applications or investments in public utilities/social welfare enterprises under Articles 2 to 4 via controlled/ affiliated subsidiaries, applications for approval shall include proof that the Company's fund utilization complies with laws and supervisory management methods. Accordingly, Subparagraph 10, Paragraph 1 is newly added, with subsequent items renumbered. |
| IV. Summary of the limited partnership agreement draft if the invested entity is the limited partnership enterprise provided in Paragraph 2 of Article 5. | VI. Post-investment management methods and evaluation and plans for the response measures. If the invested entity is an enterprise listed in Article 3 or Article 4 and requires environmental impact assessment report in accordance with the Environmental Impact Assessment Act, the Company shall explain Post-investment management methods of environmental impact | 5. Provisions specifying time limits for the Company's approval or filing-for-record procedures are newly added as Paragraphs 2 and 3. ° |
| V. Documents regarding decisions resolved or powers authorized by the board of directors. | VIII. If the invested entity is listed in Subparagraph 2, Article 2, provide the fundraising plans and investment decision-making mechanisms, post-loan management, information disclosure, and mechanisms for preventing conflicts of interest. | 6. For investments requiring competent authority approval, material changes shall be reported to the competent authority with relevant documents within a specified period after occurrence. Accordingly, Paragraphs 4 and 5 are newly added. |
| VI. Post-investment management methods and evaluation and plans for the response measures. If the invested entity is an enterprise listed in Article 3 or Article 4 and requires environmental impact assessment report in accordance with the Environmental Impact Assessment Act, the Company shall explain Post-investment management methods of environmental impact | VIII. If the invested entity is an enterprise listed in Article 3 or Article 4, provide an explanation of the list of directors and supervisors it has appointed, management | 7. In coordination with independent director |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| assessment items. | ||
| VII. If the invested entity is listed in Subparagraph 2, Article 2, provide the fundraising plans and investment decision-making mechanisms, post-loan management, information disclosure, and mechanisms for preventing conflicts of interest. | ||
| VIII. If the invested entity is an enterprise listed in Article 3 or Article 4, provide an explanation of the list of directors and supervisors it has appointed, management mechanisms for ensuring proper exercise of rights, material decisions, and post-investment management mechanisms. If the total number of directors appointed by the insurer exceeds half of all directors, it must provide explanation documents for the criteria for the independence of directors specified in Paragraph 6, Article 6. | ||
| IX. Compliance opinion signed by the head of the Company's Compliance Department, attesting to conformity with applicable laws, regulations, and internal rules. | ||
| X. Where the invested entity is a subsidiary over which control and subordinate relationship is established through shareholding, and such subsidiary invests in the items specified in Articles 2 to 4, supporting documents evidencing that the Company’s use of funds complies with applicable | mechanisms for ensuring proper exercise of rights, material decisions, and post-investment management mechanisms. If the total number of directors appointed by the insurer exceeds half of all directors, it must provide explanation documents for the criteria for the independence of directors specified in Paragraph 6, Article 6. | |
| IX. Letters of approval issued by the relevant authorities. Other information specified by the competent authority. | election adjustments and expanded scope for public investments, the filing-for-record requirements for changes in Company-appointed directors/supervisors of invested targets or their independent directors are revised. Accordingly, Paragraph 6 is amended. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| laws and regulations, as well as the supervision and management mechanisms, shall be provided. | ||
| XI. Letters of approval issued by the relevant authorities. | ||
| XII. Other information specified by the competent authority. | ||
| When the Company files an application for special investments, or investments in public and social welfare enterprises, if the competent authority does not express any objection, request supplementation, or require explanation within fifteen (15) working days from the day following the receipt of the application documents, the application shall be deemed approved. | ||
| If the competent authority requests supplementation of documents or explanations for the application referred to in the preceding paragraph, and the competent authority does not express any objection within fifteen (15) working days from the day following the receipt of the supplemented documents or written explanations, the application shall be deemed approved. | ||
| After the Company has obtained approval from the competent authority to conduct special investments or investments in public and social welfare enterprises, if the investee has any of the following material changes, the Company shall, within seven (7) working days after the occurrence of such event, submit the reasons and relevant supporting documents to the competent authority for recordation: |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| I. Any unexpected material change in the investee’s business items, operating policies, or other matters, resulting in non-compliance with the Company’s original investment plan and purpose. |
II. The Company’s investment amount increases by more than NT$100 million and reaches 20 percent or more of the originally approved investment amount; provided that this shall not apply to capital increases conducted in accordance with Article 7, Paragraph 3, Subparagraph 1, and Article 10, Paragraph 1, Subparagraph 1.
III. The project schedule falls behind the originally planned timetable, or other events occur that cause a material adverse impact on the Company’s financial evaluation.
For the reporting matters set forth in the preceding paragraph, if the competent authority does not express any objection, request supplementation, or require explanation within fifteen (15) working days from the day following the receipt of the documents, the filing shall be deemed completed for recordation.
After investment approval in the enterprises listed in Article 3 and Article 4 has been obtained by the competent authority, Any change in the assigned directors and supervisors, or the independent director assigned to the invested entity must be reported with document papers submitted to the competent | Any change in the directors and supervisors assigned by enterprises listed in Article 3 and Article 4 with investments from the Company must be reported to the competent authorities for reference. | |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| authorities within seven (7) working days for reference. | ||
| Article10 | ||
| In any of the following circumstances, the Company may proceed to engage in investment on special projects, public utilities, and social welfare enterprises upon approval subject to the level of authority. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity requires and hasn’t completed an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: | ||
| I. The insurer increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share or contribution in the total investment in the project. | ||
| II. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses, the private equity funds listed in Subparagraph 2, Article 2 and Subparagraph 2, Paragraph 2, Article 5, or the entity listed in Subparagraph 4 of Paragraph 2 of Article 5, and the total amount that the Company invests in one and the same entity is less than NT$500 million and less than 5% of the owner’s equity of the insurer. | Article10 | |
| In any of the following circumstances, the Company may proceed to engage in investment on special projects, public utilities, and social welfare enterprises upon approval subject to the level of authority. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: | ||
| I. The insurer increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share or contribution in the total investment in the project. | ||
| II. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses, the private equity funds listed in Subparagraph 2, Article 2 and Subparagraph 2, Paragraph 2, Article 5, the public utilities listed in Article 3 or the entity listed in Subparagraph 4 of Paragraph 2 of Article 5, and the total amount that the Company invests in one and the same entity is less than NT$500 million and less than 5% of the owner’s equity of the insurer. | 1. Pursuant to Article 10 of the Regulations, the requirement for prior review on the projects with environmental impact assessment completed has been relaxed. Accordingly, the conditions set forth in Paragraph 1 and the proviso of Paragraph 3 have been amended. | |
| 2. In line with the government policy to guide private capital into the public entities and major infrastructure, and to expand the scope of insurers’ funds for special investments in public projects, the threshold amount applicable for post-review for the Company’s public investments and projects undertaken pursuant to the Act for Promotion of Private Participation in Infrastructure Projects has been expressly stipulated. In addition, in coordination with the addition of infrastructure as an eligible investment item under Article 2, Subparagraph 1, it is specified that infrastructure investments shall be subject to the same threshold amount as public investments. Accordingly, Subparagraph 3 has been amended, and the cross-referenced |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| III. The invested entity is an infrastructure project as set forth in Article 2, Subparagraph 1, or public investment as set forth in Article 3, and the total investment in the same investee is less than NT$ billion and does not exceed 5% of the Company’s equity. | ||
| IV. The invested entity is not such an enterprise as specified in the preceding two subparagraphs and the total amount that the insurer invests in one and the same entity is less than NT$100 million and less than 2% of the Company’s equity. | ||
| V. Other circumstances regulated by the competent authority. | ||
| When the Company is executing the investment referred to in the preceding paragraph, its ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard. | ||
| If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity requires and hasn’t completed an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: | ||
| I. If the total amount of investment in one and the same project of the Company is less than NT$2 billion and 10% of the | equity of the insurer. | |
| III. The invested entity is not such an enterprise as specified in the preceding Subparagraph and the total amount that the insurer invests in one and the same entity is less than NT$50 million and less than 2% of the Company’s equity. | ||
| IV. Other circumstances regulated by the competent authority. | ||
| When the Company is executing the investment referred to in the preceding paragraph, its ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard. | ||
| If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity requires an environmental impact assessment report in accordance with the Environmental Impact Assessment Act: | ||
| I. If the total amount of investment in one and the same project of the Company is less than NT$2 billion and 10% of the owner’s equity of the Company, and following condition: | ||
| (I) the Company’s ratio of available capital to risk-based capital in the most recent period complies with the Statutory Standard. | ||
| (II) the Company has | subparagraph numbering has been revised where appropriate. | |
| 3. To encourage insurers to invest in other eligible special investment projects, the threshold amount for applying post-review has been relaxed. Accordingly, a limit provision has been added in Subparagraph 4. | ||
| 4. Following the relaxation of the investment limit applicable to the Act for Promotion of Private Participation in Infrastructure Projects, the limit specified in Paragraph 3, Subparagraph 1 has been amended. | ||
| 5. In coordination with the addition of Subparagraph 9 of Paragraph 1 of Article 9, which requires the submission of an opinion issued by the chief compliance officer, the Company shall conduct a legality assessment prior to applying for approval from the competent authority, and the chief compliance officer of the Company shall issue and sign an opinion confirming compliance with applicable laws, regulations, and internal rules. As projects handled without prior approval are already required to include the documents specified in Article 9, Paragraph 1, |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| owner’s equity of the Company, and following condition: | ||
| (I) the Company’s ratio of available capital to risk-based capital in the most recent period complies with the Statutory Standard. | ||
| (II) the Company has submitted the documents referred to in Paragraph 1 of the preceding article to the Board of Directors, the resolution and approval has been received on the subject investment. |
II. The total amount of investment in one and the same project of the insurer is less than NT$5 billion and 10% of the owner’s equity of the Company, and the following conditions are fulfilled:
(I) The financial conditions, corporate governance, and internal control of the Company must fulfill the following conditions:
1. Both of the company’s most recent ratio of available capital to risk-based capital as well as the average ratio over the most recent two years exceeds 1.25 times of the Statutory Standard.
2. The documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors and resolved and approved by a majority of the directors at the Board meeting attended by | submitted the documents referred to in Paragraph 1 of the preceding article to the Board of Directors, the resolution and approval has been received on the subject investment.
II. The total amount of investment in one and the same project of the insurer is less than NT$5 billion and 10% of the owner’s equity of the Company, and the following conditions are fulfilled:
(I) The financial conditions, corporate governance, and internal control of the Company must fulfill the following conditions:
1. Both of the company’s most recent ratio of available capital to risk-based capital as well as the average ratio over the most recent two years exceeds 1.25 times of the Statutory Standard.
2. The documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors and resolved and approved by a majority of the directors at the Board meeting attended by | the latter part of Paragraph 5 has been deleted accordingly. |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| over two-thirds of all directors before the investment is made. | ||
| 3. Independent directors and Audit Committee have been delegated. | ||
| 4. There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authority. | ||
| 5. There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority. | ||
| (II) The investment project complies with the financial standards set forth by the insurance association and filed with the competent authority for reference, has the guarantee or risk sharing mechanism provided by the authority in charge, and stipulates dispute settlement mechanism, and the documents referred to in Paragraph 1 of the preceding article have been submitted to the Board | various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authority. | |
| 5. There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority. | ||
| (II) The investment project complies with the financial standards set forth by the insurance association and filed with the competent authority for reference, has the guarantee or risk sharing mechanism provided by the authority in charge, and stipulates dispute settlement mechanism, and the documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors for resolution and approval prior to the investment. | ||
| The total investment amount referred to in Paragraph 3 made in accordance with the Act for PPP refers to the total amount of royalty, construction cost, and rent paid by the Company under the investment contract. | ||
| Where the Company proceeds |
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| Provisions after amendment | Provisions in force | Explanation |
|---|---|---|
| of Directors for resolution and approval prior to the investment. The total investment amount referred to in Paragraph 3 made in accordance with the Act for PPP refers to the total amount of royalty, construction cost, and rent paid by the Company under the investment contract. Where the Company proceeds with investment in accordance with regulations in Paragraph 1 and Paragraph 3, shall provide the documents submitted to the competent authority for subsequent review. | with investment in accordance with regulations in Paragraph 1 and Paragraph 3, shall provide the documents submitted to the competent authority for subsequent review, and the compliance officer of the Company must submit an opinion on the compliance with laws and internal regulations and sign the statement to ensure accountability. |
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Annex IV
CPA's Review Report
To Taiwan Fire & Marine Insurance Co., Ltd.:
Audit Opinions
We, as the CPAs, have completed the review of the balance sheets dated December 31 of 2025 and 2024 and the consolidated comprehensive income statement, consolidated statement of changes in equity, consolidated statement of cash flows, and consolidated financial statement from January 1 to December 31 of 2025 and 2024, including summaries of major accounting policies of Taiwan Fire & Marine Insurance Co., Ltd.
In our opinion, the aforementioned financial statements, in all material respects, have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRS Interpretations Committee (IFRS IC) Interpretations, and Standing Interpretations Committee (SIC) Interpretations, as approved and promulgated by the Financial Supervisory Commission. Accordingly, they fairly present the financial position of Taiwan Fire & Marine Insurance Co., Ltd. as of December 31, 2025, and 2024, as well as its financial performance and cash flows for the years ended December 31, 2025, and 2024.
Bases for the Audit Opinions
We are entrusted to conduct the audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. The responsibilities of the CPAs under the said standards will be explained further in the section about responsibilities in auditing the consolidated financial statement. Independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations pursuant to professional CPA standards and have remained independent of Taiwan Fire & Marine Insurance Co., Ltd. and fulfilled other responsibilities under said regulations. We believe that sufficient and adequate evidence has been obtained for the audit to serve as the basis for expressing the audit opinions.
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Key Matters Being Audited
Key matters being audited refer to the most important matters based on the professional judgment of the CPAs to be included in the audit of the consolidated financial statement of 2025 of Taiwan Fire & Marine Insurance Co., Ltd. Such matters were addressed throughout the audit of the consolidated financial statement and during the formation of audit opinions. The CPAs do not express separate opinions regarding these matters.
Key matters being audited of the 2025 consolidated financial statement of Taiwan Fire & Marine Insurance Co., Ltd. are specified as follows:
Claim reserves
Descriptions for the Key Matters Being Audited
By nature, the claim reserves can be divided as reported but not paid or reported. The former is calculated by claim personnel based on the actual relevant information by insurance categories for each case; the latter is estimated in the manners meeting the actuarial principles by the actuarial personnel based on past claim experience and expenses by insurance categories. The key assumption is the development trend of the actual losses from claims in each accident year, and such trend is established by referring the actual experience of Taiwan Fire & Marine Insurance Co., Ltd.
Considering that the management's calculation of the claim reserves involves estimates, judgment, actuarial method and important hypotheses, any update on related information, deviation from important estimation and judgment, adoption of actuarial method or changes of important hypotheses will be critical to the calculation result of claim reserves. Therefore, it was included into the key audit matters (KAMs).
For the related accounting policies, accounting estimation and estimation uncertainties about the claim reserves, and related disclosure information, please refer to Note 4(14), 5, 19, 27, 28 and 29(1) of the Financial Statements.
Responding Audit Procedures
- To understand the related internal control established by the management for the estimated claim reserves, and test the status of the compliance with the internal control.
- The actuarial experts of the firm have assisted in the assessment of the reasonableness of the applied actuarial methods and key assumptions. The major procedure is as follows:
(1) The actuarial experts of the firm obtained the information from each accident year developed until December 31, 2025 (e.g. the policies with claims and the amounts of claims each year), and regenerated the development trend of losses, estimated loss rate and key assumptions using actuarial methods, in order to assess whether the
development trend of losses, estimated loss rate and key assumptions applied by Taiwan Fire & Marine Insurance Co., Ltd. are reasonable.
(2) Based on the regenerated development trend of losses, estimated loss rate and key assumptions, the actuarial experts of the firm has estimated the final insurance claims as of December 31, 2025, while considering the paid claims by Taiwan Fire & Marine Insurance Co., Ltd. as of December 31, 2025, to assess the reasonableness of the claim reserves.
- Take the samples from reported unpaid claims as the information about claim estimate, and check whether the reported unpaid claim reserves estimated in the samples were estimated based on said information about claim estimate.
Responsibilities of Management and Governance Unit in Consolidated Financial Statement
Management is responsible for preparing an adequately expressed consolidated financial statement in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and international financial reporting standards, international accounting standards, interpretations, and interpretation announcements approved and released to take effect by the Financial Supervisory Commission and maintaining the necessary internal controls relevant to the compilation of the consolidated financial statement in order to ensure that no significant untruthful expressions exist in the consolidated financial statement due fraud or error.
While preparing the consolidated financial statement, the management is responsible for evaluating the ability of Taiwan Fire & Marine Insurance Co., Ltd. to continue with the operation and disclosing related matters and adopting the accounting basis for continued operation, among others. Unless the management intends to liquidate Taiwan Fire & Marine Insurance Co., Ltd. or discontinue operation or there are no other actually feasible solutions than liquidation or discontinued operation.
The governance unit (including the Audit Committee) of Taiwan Fire & Marine Insurance Co., Ltd. is responsible for supervising the financial reporting process.
CPAs Responsibilities in Auditing Consolidated Financial Statements
We audit the consolidated financial statement in order to be reasonably convinced as to whether the consolidated financial statement as a whole contains major untruthful expressions due to frauds or errors and to issue the audit report. Reasonably convinced is highly convinced. There is no guarantee, however, that existence of significant untruthful expressions in the consolidated financial statement will be detected according to Standards on Auditing (TWSA). Untruthful expressions might have been caused by fraud or errors. If individual values or an
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overview of untruthful expressions can be reasonably expected to affect economic decisions made by users of the consolidated financial statement, they are considered significant.
As part of an audit in accordance with the auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. The CPAs also perform the following tasks:
-
Identify and evaluate the risk of significant untruthful expressions in the consolidated financial statement due to frauds or errors, design and enforce appropriate responsive policies for determined risks; and collect sufficient and adequate evidence from the audit in order to render audit opinions. Because fraud may involve collusion, forging, intentional omission, untruthful statement, or non-compliance with internal control, the risk associated with undetected significant untruthful expressions caused by fraud is higher than that those caused by errors.
-
Obtain a necessary understanding of internal control concerning the audit in order to design appropriate audit procedures reflective of then-current situation. The purpose, however, is not to effectively express opinions on the internal control of Taiwan Fire & Marine Insurance Co., Ltd.
-
Evaluate the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
-
Reach a conclusion with regard to the adequacy of the accounting basis adopted to continue with operations used by management and whether significant uncertainties of events or conditions that might result in significant concerns about the ability of Taiwan Fire & Marine Insurance Co., Ltd. to continue with existing operations or that are not in accordance with the evidence obtained from the audit. In the event that it is determined that significant uncertainties exist with such events or conditions, on the other hand, the CPAs must remind users of the consolidated financial statement in their audit report that they should pay attention to related disclosures included in the statement or modify their audit opinions if such disclosures are inappropriate. Conclusions made by the CPAs are based on the evidence from the audit obtained as of the date of the audit report. Future events or conditions, however, are likely to result in the Taiwan Fire & Marine Insurance Co., Ltd. no longer capable of continuing with operation.
-
Evaluate the overall presentation, structure and contents of the financial statements, including related notes, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
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Communications made by the CPAs with governance units include the planned scope and timing of the audit and significant audit findings (including significant deficiencies found with internal controls during the audit).
The CPAs have also provided the governance units with the declaration on independence that independently governed staff in the accounting firm that the CPAs belong to have followed moral regulations in honor of the profession of CPA and have communicated with the governance units all relationships and other matters considered to be likely to undermine the independence of CPAs (including related safeguard measures).
The CPAs, from the matters communicated with the governance unit, decided key matters to be included in the 2025 consolidated financial statement audit of Taiwan Fire & Marine Insurance Co., Ltd. The CPAs specifies such matters in the audit report unless it is disallowed by law to disclose to the public specific matters or under rare circumstances, the CPAs decide not to communicate specific matters in the audit report as it can be reasonably expected that negative impacts from such communication would be greater than the public interest that will be enhanced.
Deloitte & Touche
CPA: Cheng-Hsiu Yang
CPA: Wen-Ya Hsu
Financial Supervisory Commission Approval No.
Jin-Guan-Zheng-Shen-Zi No. 0980032818
Securities and Futures Commission Approval No.
Tai-Cai-Zheng-Liu-Zi No. 0920123784
March 12, 2026
Taiwan Fire & Marine Insurance Co., Ltd.
Balance Sheet
December 31, 2025 and 2024
Unit: NT$ Thousand
| Code | ASSETS | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Amount | % | Amount | % | ||
| 11000 | Cash and cash equivalents (Note 4, 6 & 26) | $ 3,270,250 | 13 | $ 3,778,443 | 15 |
| Receivables (Note 4 & 7) | |||||
| 12100 | Notes receivable | 84,652 | - | 93,245 | - |
| 12210 | Premiums receivable | 453,179 | 2 | 485,883 | 2 |
| 12500 | Other receivables | 165,878 | 1 | 161,833 | 1 |
| 12000 | Total receivables | 703,709 | 3 | 740,961 | 3 |
| INVESTMENTS | |||||
| 14110 | Financial assets at fair value through profit or loss (Note 4, 8 & 25) | 1,996,276 | 8 | 2,218,684 | 9 |
| 14145 | Financial assets carried at amortized cost (Note 4, 10, 11 & 25) | 3,298,800 | 13 | 3,279,010 | 13 |
| 14150 | Investment under equity method (Note 4 & 12) | 302,583 | 1 | 427,862 | 2 |
| 14180 | Other financial assets - net (Note 13) | 2,757,400 | 11 | 3,566,500 | 14 |
| 14190 | Financial assets at fair value through other comprehensive income (Note 4, 9, 11 & 25) | 4,214,256 | 17 | 4,623,598 | 19 |
| 14200 | Investment Properties (Note 4 & 14) | 2,158,265 | 8 | 2,307,602 | 9 |
| 14000 | Total investments | 14,727,378 | 58 | 16,323,176 | 66 |
| Reinsurance contract asset (Note 4, 19, 27 & 28) | |||||
| 15100 | Claim receivable from reinsurers - net | 63,489 | - | 59,490 | - |
| 15200 | Due from reinsurers and coding companies | 216,984 | 1 | 174,415 | 1 |
| 15300 | Reinsurance reserve asset - net | 2,428,327 | 13 | 2,678,329 | 11 |
| 15000 | Total reinsurance contract asset | 3,708,800 | 14 | 2,908,234 | 12 |
| 16000 | Property and Equipment (Note 4 & 15) | 2,389,880 | 9 | 354,882 | 1 |
| 16700 | Right-of-use assets (Note 4, 16 & 26) | 46,885 | - | 41,768 | - |
| 17100 | INTANGIBLE ASSETS (Note 4) | 5,755 | - | 10,588 | - |
| 17800 | DEFERRED INCOME TAX ASSETS (Note 4 & 22) | 15,187 | - | 16,851 | - |
| Other assets | |||||
| 18300 | Refundable deposit (Note 17) | 692,010 | 3 | 668,309 | 3 |
| 18700 | Other assets - others | 59,631 | - | 66,624 | - |
| 18800 | Total other assets | 751,641 | 3 | 734,933 | 3 |
| 1XXXX | TOTAL ASSETS | $ 25,619,685 | 100 | $ 24,909,836 | 100 |
| Code | LIABILITIES AND EQUITY | ||||
| PAYABLES | |||||
| 21400 | Commissions payable | $ 162,759 | - | $ 147,737 | 1 |
| 21500 | Due to reinsurers and coding companies | 532,983 | 2 | 527,194 | 2 |
| 21600 | Other payable | 696,238 | 3 | 588,350 | 2 |
| 21000 | Total payables | 1,291,980 | 2 | 1,263,281 | 2 |
| 21700 | Income tax liabilities of the period (Note 4 & 22) | 191,403 | 1 | 86,088 | - |
| 23800 | Lease liabilities (Note 4, 16 & 26) | 49,060 | - | 44,598 | - |
| Insurance liabilities (Note 4, 19, 27, 28 & 29) | |||||
| 24100 | Unearned premium reserves | 4,312,455 | 17 | 4,126,243 | 17 |
| 24200 | Claim reserves | 5,189,001 | 20 | 4,571,316 | 18 |
| 24400 | Special reserves | 2,159,726 | 9 | 2,120,413 | 9 |
| 24500 | Premium deficiency reserves | 8,839 | - | 7,033 | - |
| 24000 | Total Insurance Liabilities | 11,670,021 | 46 | 10,825,085 | 44 |
| 27000 | Reserve for liabilities (Note 4 & 18) | 40,798 | - | 40,229 | - |
| 28000 | Deferred income tax liabilities (Note 4 & 22) | 271,860 | 1 | 289,256 | 1 |
| Other liabilities | |||||
| 25300 | Guarantee deposits received (Note 26) | 32,076 | - | 32,726 | - |
| 25900 | Other liabilities - others | 131,569 | 1 | 56,606 | 1 |
| 25000 | Total other liabilities | 163,645 | 1 | 89,332 | 1 |
| 2XXXX | TOTAL LIABILITIES | 13,778,767 | 54 | 12,637,789 | 51 |
| Equity (Note 4 & 28) | |||||
| 31100 | Common Stock Capital | 2,535,403 | 10 | 3,622,004 | 15 |
| Capital surplus | |||||
| 32100 | Issuance of common shares in excess of par | 1,915 | - | 1,915 | - |
| 32200 | Treasury stock transactions | 97,047 | - | 97,047 | - |
| 32600 | Capital surplus - others | 2 | - | 2 | - |
| 32000 | Total Capital Surplus | 58,964 | - | 58,964 | - |
| Retained earnings | |||||
| 33100 | Legal reserve | 3,281,132 | 13 | 3,019,164 | 12 |
| 33200 | Special reserve | 3,963,813 | 15 | 3,582,899 | 14 |
| 33300 | Unappropriated earnings | 1,486,015 | 6 | 1,425,398 | 6 |
| 33800 | Total Retained Earnings | 8,730,960 | 34 | 8,027,461 | 32 |
| 34000 | Other equity | 473,591 | 2 | 523,618 | 2 |
| 3XXXX | TOTAL EQUITY | 11,840,918 | 46 | 12,272,047 | 49 |
| TOTAL LIABILITIES AND EQUITY | $ 25,619,685 | 100 | $ 24,909,836 | 100 |
Subsequent notes are incorporated as part of this individual financial statement.
Chairman: Steve Lee
Managers: Chao-Feng Chen
Chief of accountant: Pi-Chen Wan
Taiwan Fire & Marine Insurance Co., Ltd.
Statement of Comprehensive Income
From January 1 to December, 2025 and 2024
Unit: NT$ Thousand, but EPS is NT$
| Code | Operating Revenues | 2025 | 2024 | Change Percentage % | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| Retained earned premium | ||||||
| 41110 | Premium revenues from policy writing (Note 4, 26 & 27) | $ 9,493,579 | 130 | $ 8,873,819 | 121 | 7 |
| 41120 | Reinsurance premium revenues (Note 4) | 492,761 | 7 | 503,273 | 7 | (2) |
| 41100 | Premium revenues | 9,986,340 | 137 | 9,377,092 | 128 | 6 |
| 51100 | Less: Reinsurance premium outward (Note 4) | 3,506,990 | 48 | 3,134,736 | 43 | 12 |
| 51310 | Less: Net change in unearned premium reserves (Note 4, 19 & 27) | 39,641 | - | 92,983 | 1 | (57) |
| 41130 | Total retained earned premium | 6,439,709 | 89 | 6,149,373 | 84 | 5 |
| 41300 | Reinsurance commission earned (Note 27) | 378,088 | 5 | 335,133 | 5 | 13 |
| 41400 | Handing fee earned (Note 27) | 68,138 | 1 | 65,166 | 1 | 5 |
| Net gains on investments | ||||||
| 41510 | Interest income | 286,297 | 4 | 266,188 | 3 | 8 |
| 41521 | Gain (loss) on financial assets and liabilities at fair value through profit or loss (Note 21) | (25,010) | (1) | 7,915 | - | (416) |
| 41526 | Derecognition of net gain or loss on financial assets carried at amortized cost (Note 21) | (7,653) | - | - | - | - |
| 41527 | Realized gain and losses on financial assets at fair value through other comprehensive income (Note 21) | 139,320 | 2 | 211,076 | 3 | (34) |
| 41540 | Share of profit of associates and joint ventures accounted for using equity method (Note 12) | (21,422) | - | 65,241 | 1 | (133) |
| 41550 | Exchange gain (loss) - investment (Note 21) | (85,181) | (1) | 99,340 | 1 | (186) |
(To be continued)
(Continued)
| Code | 2025 | 2024 | Change Percentage % | |||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 41570 | Gain (loss) on investment properties (Note 4, 21 & 26) | $ 99,143 | 1 | $ 121,628 | 2 | ( 18 ) |
| 41585 | Expected credit losses and reversals of impairment losses on investments (Note 4, 21) | 322 | - | 8 | - | 3,925 |
| 41800 | Other operating revenues | 2,835 | - | 19,207 | - | ( 85 ) |
| 41000 | Total operating revenues | 7,274,586 | 100 | 7,340,275 | 100 | ( 1 ) |
| Operating Costs | ||||||
| Retained claims | ||||||
| 51200 | Claims and payment (Note 4, 26 & 27) | 3,694,593 | 51 | 3,808,496 | 52 | ( 3 ) |
| 41200 | Less: Claims recovered from reinsurers | 847,416 | 12 | 837,634 | 11 | 1 |
| 51260 | Total retained claims | 2,847,177 | 39 | 2,970,862 | 41 | ( 4 ) |
| Net changes in insurance liabilities (Note 4, 19 & 27) | ||||||
| 51320 | Net change in claims reserves | 10,266 | - | 323,204 | 4 | ( 97 ) |
| 51340 | Net change in special reserves | 39,313 | 1 | 53,508 | 1 | ( 27 ) |
| 51350 | Net change in premium deficiency reserves | 1,806 | - | 693 | - | 161 |
| 51300 | Total net change in insurance liability | 51,385 | 1 | 377,405 | 5 | ( 86 ) |
| 51500 | Commission expenditure (Note 26 & 27) | 1,143,593 | 16 | 1,061,523 | 14 | 8 |
| 51800 | Other operating cost | 48,321 | - | 42,714 | 1 | 13 |
| 51000 | Total operating costs | 4,090,476 | 56 | 4,452,504 | 61 | ( 8 ) |
| Operating Expenses (Note 4, 18, 21 & 26) | ||||||
| 58100 | Service Expenses | 1,120,813 | 16 | 1,015,046 | 14 | 10 |
| 58200 | Administrative Expenses | 532,653 | 7 | 489,559 | 6 | 9 |
| 58300 | Employee training expenses | 5,346 | - | 4,495 | - | 19 |
| 58400 | Impairment loss and reversal gain on expected credit - non- investment | ( 10,851 ) | - | ( 1,874 ) | - | 479 |
| 58000 | Total operating expenses | 1,647,961 | 23 | 1,507,226 | 20 | 9 |
| 61000 | OPERATING INCOME | 1,536,149 | 21 | 1,380,545 | 19 | 11 |
(To be continued)
(Continued)
| 2025 | 2024 | Change Percentage (%) | ||||
|---|---|---|---|---|---|---|
| Code | Amount | % | Amount | % | ||
| 59000 | NON-OPERATING INCOME AND EXPENSES | ( $ 2,359 ) | - | ( $ 1,315 ) | - | 79 |
| 62000 | PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATION | 1,533,790 | 21 | 1,379,230 | 19 | 11 |
| 63000 | Tax expense (Note 4 & 22) | 291,213 | 4 | 216,901 | 3 | 34 |
| 66000 | Net Profit in the year | 1,242,577 | 17 | 1,162,329 | 16 | 7 |
| Other comprehensive income | ||||||
| Items that will not be reclassified subsequently to profit or loss | ||||||
| 83110 | Remeasurement of defined benefit plans | ( 3,993 ) | - | 10,845 | - | ( 137 ) |
| 83180 | Less: Income tax relating to items that will not be reclassified subsequently to profit or loss | ( 798 ) | - | 2,169 | - | ( 137 ) |
| 83190 | Equity instruments valuation profit or loss measured at fair value through other comprehensive income | 121,328 | 2 | 366,033 | 5 | ( 67 ) |
| Items that may be reclassified subsequently to profit or loss | ||||||
| 83290 | Debt instrument profit or loss measured at fair value through other comprehensive income | 19,163 | - | 23,257 | - | ( 18 ) |
| 83000 | Total other comprehensive income, net of income tax | 137,296 | 2 | 397,966 | 5 | ( 66 ) |
| 85000 | TOTAL COMPREHENSIVE INCOME IN THE YEAR | $ 1,379,873 | 19 | $ 1,560,295 | 21 | ( 12 ) |
| Earnings Per Share (EPS) (Note 23) | ||||||
| 97500 | Basic EPS | $ 3.91 | $ 3.21 | |||
| 98500 | Diluted EPS | $ 3.90 | $ 3.20 |
Subsequent notes are incorporated as part of this individual financial statement.
Chairman: Steve Lee
Managers: Chao-Feng Chen
Chief of accountant: Pi-Chen Wang
Unk: NT$ Thousand
Tawson Fire & Marine Insurance Co., Ltd.
Statements of Changes in Equity
From January 1 to December, 2023 and 2024
| Code | Capital | Capital surplus | Retained earnings | Other equity (Note 29)Unrealized Cash and Losses onFinancial Assets at Fair ValueThrough Other ComprehensiveIncome | Total Stockholders' Equity | |||
|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated earnings | ||||||
| A1 | Balance at January 1, 2024 | $ 1,022,004 | $ 98,962 | $ 2,806,552 | $ 3,358,709 | $ 1,023,428 | $ 280,309 | $ 11,189,736 |
| Appropriation of 2023 earnings | ||||||||
| B1 | Appropriation of Legal reserve | - | - | 214,012 | - | (214,012) | - | - |
| B3 | Cash dividends distributed by the Company | - | - | - | - | (470,861) | - | (470,861) |
| B3 | Appropriation of special reserves | - | - | - | 224,190 | (224,190) | - | - |
| D1 | Net profit for the year 2024 | - | - | - | - | 1,162,329 | - | 1,162,329 |
| D3 | Other comprehensive income after tax for the year 2024 | - | - | - | - | 8,676 | 389,290 | 397,966 |
| D5 | Total comprehensive income for the year 2024 | - | - | - | - | 1,171,885 | 389,290 | 1,560,295 |
| Q1 | Disposal of equity instruments measured at fair value through other comprehensive gains and losses/Disposal of equity instruments measured at fair value through other comprehensive gains and losses by associates | - | - | - | - | 145,981 | (145,981) | - |
| C7 | Changes in associates and joint ventures accounted for using equity method | - | - | - | - | (7,145) | - | (7,145) |
| C17 | Exercise of Recourse Right | - | 2 | - | - | - | - | 2 |
| Z1 | Balance at December 31, 2024 | 3,622,004 | 98,964 | 3,019,164 | 3,582,899 | 1,425,398 | 523,618 | 12,272,047 |
| Appropriation of 2024 earnings | ||||||||
| B1 | Appropriation of Legal reserve | - | - | 261,968 | - | (261,968) | - | - |
| B5 | Cash dividends distributed by the Company | - | - | - | - | (724,401) | - | (724,401) |
| B3 | Appropriation of special reserves | - | - | - | 380,914 | (380,914) | - | - |
| D1 | Net profit for 2025 | - | - | - | - | 1,242,577 | - | 1,242,577 |
| D3 | Other comprehensive loss for 2025 | - | - | - | - | (3,195) | 140,491 | 137,296 |
| D5 | TOTAL COMPREHENSIVE INCOME for 2025 | - | - | - | - | 1,239,382 | 140,491 | 1,379,873 |
| Q1 | Disposal of equity instruments measured at fair value through other comprehensive gains and losses/Disposal of equity instruments measured at fair value through other comprehensive gains and losses by associates | - | - | - | - | 188,518 | (188,518) | - |
| E3 | Cash capital reduction | (1,086,601) | - | - | - | - | - | (1,086,601) |
| Z1 | Balance at December 31, 2025 | $ 2,535,403 | $ 98,964 | $ 3,281,132 | $ 3,965,813 | $ 1,486,015 | $ 475,591 | $ 11,040,918 |
Subsequent notes are incorporated as part of this individual financial statement.
Chairman: Steve Lee
Managers: Chao-Feng Chen
Chief of accountant: Pi-Chen Wang
Taiwan Fire & Marine Insurance Co., Ltd.
Statements of Cash Flows
From January 1 to December, 2025 and 2024
Unit: NT$ Thousand
| Code | CASH FLOWS FROM OPERATING ACTIVITIES | 2025 | 2024 |
|---|---|---|---|
| A00010 | Net Income before income tax from continuing operation | $ 1,533,790 | $ 1,379,230 |
| A20010 | Adjustments to reconcile profit (loss) | ||
| A20100 | Depreciation expense | 68,528 | 60,461 |
| A20200 | Amortization expenses | 6,961 | 7,604 |
| A21000 | Derecognition of net loss on financial assets carried at amortized cost | 7,653 | - |
| A21300 | Dividends income | ( 147,572 ) | ( 252,841 ) |
| A20400 | Net loss (gain) on financial assets and liabilities at fair value through profit or loss | 30,470 | ( 1,638 ) |
| A20450 | Net loss on financial assets and liabilities at fair value through other comprehensive income | 2,792 | 35,488 |
| A20900 | Interest expense | 1,399 | 1,528 |
| A21200 | Interest income | ( 286,297 ) | ( 266,188 ) |
| A21400 | Net changes in insurance liabilities | 91,026 | 470,388 |
| A21830 | Reversals of expected credit losses on investments | ( 322 ) | ( 8 ) |
| A21850 | Reversal of impairment loss on expected credit losses of non-investments | ( 10,851 ) | ( 1,874 ) |
| A22300 | Share of loss (gain) on associates and joint ventures recognized using equity method | 21,422 | ( 65,241 ) |
| A22500 | Gain from disposal and scrapping of property and equipment | - | ( 132 ) |
| A22700 | Gain from disposal of investment in investment properties | - | ( 23,796 ) |
| A23800 | Impairment reversed benefits of reinsurance financial assets | ( 8 ) | - |
| A24100 | Unrealized loss (gain) on foreign currency exchange | 40,845 | ( 75,453 ) |
| A29900 | Lease Modification Gains | ( 66 ) | ( 1 ) |
| A50000 | Changes in Operating Assets and Liabilities | ||
| A51110 | Notes receivable decrease | 8,736 | 20,161 |
| A51120 | Premiums receivable decrease (increase) | 42,748 | ( 9,837 ) |
| A51130 | Other accounts receivable (increase) decrease | ( 3,267 ) | 1,390 |
| A51140 | Decrease in financial assets at fair value through profit or loss | 180,944 | 415,460 |
| A51141 | Decrease in financial assets at fair value through other comprehensive income | 528,648 | 1,254,314 |
| A51145 | Increase in financial assets carried at amortized cost | ( 41,998 ) | ( 1,080,798 ) |
| A51160 | Decrease (increase) in other financial assets | 809,100 | ( 1,046,379 ) |
| A51170 | Decrease (increase) in reinsurance contract asset | ( 44,685 ) | 1,226 |
| A51990 | Decrease in other assets | 6,993 | 3,220 |
(To be continued)
- 53 -
(Continued)
| Code | 2025 | 2024 | |
|---|---|---|---|
| A52120 | Decrease in claims payable | $ - | ( $ 90 ) |
| A52140 | Increase (Decrease) in commissions payable | 14,925 | ( 24,282 ) |
| A52150 | Increase in due to reinsurers and ceding companies | 5,789 | 98,695 |
| A52160 | Increase in other payables | 107,888 | 46,242 |
| A52200 | Decrease in employees' benefit reserve for liabilities | ( 3,424 ) | ( 7,160 ) |
| A52990 | Increase (Decrease) in Other Liabilities | 74,963 | ( 4,200 ) |
| A33000 | Cash inflow from operations | 3,047,130 | 935,489 |
| A33100 | Interest received | 287,100 | 236,151 |
| A33200 | Dividends received | 210,868 | 272,896 |
| A33500 | Income tax paid | ( 200,832 ) | ( 304,923 ) |
| AAAA | Net cash inflow from operating activities | 3,344,266 | 1,139,613 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| B02400 | Proceeds from capital reduction of investments accounted for using equity method | 39,501 | - |
| B02700 | Payments for property and equipment | ( 2,027,465 ) | ( 8,093 ) |
| B02800 | Proceeds from disposal of property and equipment | - | 1,413 |
| B03700 | Increase in refundable deposits | ( 22,005 ) | ( 1,192 ) |
| B04500 | Payments for intangible assets | ( 2,128 ) | ( 5,713 ) |
| B05400 | Payments for investment properties | ( 1,703 ) | ( 4,553 ) |
| B05500 | Disposal of investment properties | - | 23,796 |
| BBBB | Net cash inflows (outflows) generated from investing activities | ( 2,013,800 ) | 5,658 |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| C03100 | Decrease in guarantee deposits received | ( 650 ) | ( 4,222 ) |
| C04020 | Repayment of the principal of the lease liabilities | ( 27,007 ) | ( 33,071 ) |
| C04500 | Distribute cash dividends | ( 724,401 ) | ( 470,861 ) |
| C04700 | Cash capital reduction | ( 1,086,601 ) | - |
| C09900 | Exercise of Recourse Right | - | 2 |
| CCCC | Net cash outflow used in financing activities | ( 1,838,659 ) | ( 508,152 ) |
| EEEE | Increase (decrease) in cash and cash equivalents for the year | ( 508,193 ) | 637,119 |
| E00100 | Balance of cash and cash equivalents at the beginning of the period | 3,778,443 | 3,141,324 |
| E00200 | Balance of cash and cash equivalents at the end of the period | $ 3,270,250 | $ 3,778,443 |
Subsequent notes are incorporated as part of this individual financial statement.
Chairman: Steve Lee
Managers: Chao-Feng Chen
Chief of accountant: Pi-Chen Wang
Annex V
Taiwan Fire & Marine Insurance Co., Ltd.
2025 Earnings Distribution Proposal
Unit: NT$ Thousand
| Item | Subtotal | Amount |
|---|---|---|
| Unappropriated retained earnings, beginning | 439,027 | |
| Add: Current net profit after tax | 1,242,577 | |
| Less: Remeasurement of defined benefit plans recognized as retained earnings | 3,195 | |
| Add: The accumulated gains or losses from disposal of equity instruments at fair value through other comprehensive income/disposal of equity instruments at fair value through other comprehensive income by affiliates are transferred to the retained earnings directly. | 188,518 | |
| The current net profit after tax plus any items other than the current net profit is stated into the current unappropriated earnings. | 1,427,900 | |
| Less: Legal reserve | 285,580 | |
| Less: Special reserve | 380,914 | |
| Current total distributable amount | 1,200,433 | |
| Distributable items: | ||
| Dividend to shareholders | 887,391 | |
| Unappropriated retained earnings, ending | 313,042 |
Note: 1. NT$887,391 thousand was allocated from the total distributable amount to distribute the bonus to shareholders at NT$3.5 per share. The 2025 earnings shall be distributed as the first priority.
2. The Company's distribution of dividends was based on the 253,540,280 outstanding shares in total.
Chairman: Steve Lee
President: Chao-Feng Chen
Chief Accountant: Pi-Chen Wang
- 55 -
Annex VI
Taiwan Fire & Marine Insurance Co., Ltd.
Corporate Charter
Comparative Table for the Amendments
| Provisions under amendment | Clauses currently in force | Descriptions |
|---|---|---|
| Article 35-1 | ||
| If the Company retains profit at the end of any fiscal year, it shall contribute 1%–5% of the same as the remuneration to employees, a minimum of 20% of which shall be allocated to the base level employees, and no more than 5% to the directors. No independent directors are allowed to participate in the distribution of remuneration to directors. Notwithstanding, when the Company still has accumulated losses, an amount equivalent to said losses shall be reserved to make up for the loss in advance. | ||
| The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the all directors, distribute the remuneration to employees in the form of shares or in cash, and in addition thereto a report of such distribution shall be submitted to the general meeting. | ||
| The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the directors with respect to | Article 35-1 | |
| If the Company retains profit at the end of any fiscal year, it shall contribute 1%–5% of the same as the remuneration to employees, a minimum of 20% of which shall be allocated to the base level employees, and no more than 5% to the directors. No independent directors are allowed to participate in the distribution of remuneration to directors. Notwithstanding, when the Company still has accumulated losses, an amount equivalent to said losses shall be reserved to make up for the loss in advance. | ||
| The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the all directors, distribute the remuneration to employees in the form of shares or in cash, and in addition thereto a report of such distribution shall be submitted to the general meeting. | ||
| The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the directors with respect to | Pursuant to the resolution adopted at the 18th meeting of the 27th Board of Directors on December 26, 2025, the Remuneration Committee has been restructured and renamed as the Remuneration and Nomination Committee |
- 56 -
| Provisions under amendment | Clauses currently in force | Descriptions |
|---|---|---|
| the motion proposed by the Remuneration and Nomination Committee, authorize the Board of Directors to distribute the remuneration to directors in cash, within the prescribed limit. | the motion proposed by the Remuneration Committee, authorize the Board of Directors to distribute the remuneration to directors in cash, within the prescribed limit. | |
| Article 40 | ||
| The Corporate Charter established on May 2, 1947. | ||
| The 1^{st} amendment dated August 23, 1949; | ||
| The 2^{nd} amendment dated April 30, 1951; | ||
| The 3^{rd} amendment dated March 26, 1958; | ||
| The 4^{th} amendment dated March 5, 1959; | ||
| The 5^{th} amendment dated September 30, 1959; | ||
| The 6^{th} amendment dated September 16, 1964; | ||
| The 7^{th} amendment dated October 8, 1965; | ||
| The 8^{th} amendment dated March 24, 1967; | ||
| The 9^{th} amendment dated August 25, 1972; | ||
| The 10^{th} amendment dated September 24, 1976; | ||
| The 11^{th} amendment dated September 16, 1977; | ||
| The 12^{th} amendment dated September 27, 1980; | ||
| The 13^{th} amendment dated January 21, 1985; | ||
| The 14^{th} amendment dated May 24, 1990; | ||
| The 15^{th} amendment dated February 27, 1992; | ||
| The 16^{th} amendment dated | Article 40 | |
| The Corporate Charter established on May 2, 1947. | ||
| The 1^{st} amendment dated August 23, 1949; | ||
| The 2^{nd} amendment dated April 30, 1951; | ||
| The 3^{rd} amendment dated March 26, 1958; | ||
| The 4^{th} amendment dated March 5, 1959; | ||
| The 5^{th} amendment dated September 30, 1959; | ||
| The 6^{th} amendment dated September 16, 1964; | ||
| The 7^{th} amendment dated October 8, 1965; | ||
| The 8^{th} amendment dated March 24, 1967; | ||
| The 9^{th} amendment dated August 25, 1972; | ||
| The 10^{th} amendment dated September 24, 1976; | ||
| The 11^{th} amendment dated September 16, 1977; | ||
| The 12^{th} amendment dated September 27, 1980; | ||
| The 13^{th} amendment dated January 21, 1985; | ||
| The 14^{th} amendment dated May 24, 1990; | ||
| The 15^{th} amendment dated February 27, 1992; | ||
| The 16^{th} amendment dated | The date of amendments is adjusted herein. |
- 57 -
| Provisions under amendment | Clauses currently in force | Descriptions |
|---|---|---|
| September 16, 1993; | ||
| The 17^{th} amendment dated | ||
| August 12, 1994; | ||
| The 18^{th} amendment dated | ||
| October 21, 1995; | ||
| The 19^{th} amendment dated | ||
| December 12, 1997; | ||
| The 20^{th} amendment dated | ||
| November 17, 1998; | ||
| The 21^{st} amendment dated | ||
| May 12, 1999; | ||
| The 22^{nd} amendment dated | ||
| June 28, 2000; | ||
| The 23^{rd} amendment dated | ||
| May 22, 2001; | ||
| The 24^{th} amendment dated | ||
| May 20, 2002; | ||
| The 25^{th} amendment dated | ||
| June 11, 2004; | ||
| The 26^{th} amendment dated | ||
| June 9, 2006; | ||
| The 27^{th} amendment dated | ||
| June 15, 2007; | ||
| The 28^{th} amendment dated | ||
| June 13, 2008; | ||
| The 29^{th} amendment dated | ||
| June 19, 2009; | ||
| The 30^{th} amendment dated | ||
| June 8, 2010; | ||
| The 31^{st} amendment dated | ||
| June 15, 2012; | ||
| The 32^{nd} amendment dated | ||
| June 21, 2013; | ||
| The 33^{rd} amendment dated | ||
| June 6, 2014; | ||
| The 34^{th} amendment dated | ||
| June 12, 2015; | ||
| The 35^{th} amendment dated | ||
| June 14, 2016; | ||
| The 36^{th} amendment dated | ||
| June 15, 2018; | September 16, 1993; | |
| The 17^{th} amendment dated | ||
| August 12, 1994; | ||
| The 18^{th} amendment dated | ||
| October 21, 1995; | ||
| The 19^{th} amendment dated | ||
| December 12, 1997; | ||
| The 20^{th} amendment dated | ||
| November 17, 1998; | ||
| The 21^{st} amendment dated | ||
| May 12, 1999; | ||
| The 22^{nd} amendment dated | ||
| June 28, 2000; | ||
| The 23^{rd} amendment dated | ||
| May 22, 2001; | ||
| The 24^{th} amendment dated | ||
| May 20, 2002; | ||
| The 25^{th} amendment dated | ||
| June 11, 2004; | ||
| The 26^{th} amendment dated | ||
| June 9, 2006; | ||
| The 27^{th} amendment dated | ||
| June 15, 2007; | ||
| The 28^{th} amendment dated | ||
| June 13, 2008; | ||
| The 29^{th} amendment dated | ||
| June 19, 2009; | ||
| The 30^{th} amendment dated | ||
| June 8, 2010; | ||
| The 31^{st} amendment dated | ||
| June 15, 2012; | ||
| The 32^{nd} amendment dated | ||
| June 21, 2013; | ||
| The 33^{rd} amendment dated | ||
| June 6, 2014; | ||
| The 34^{th} amendment dated | ||
| June 12, 2015; | ||
| The 35^{th} amendment dated | ||
| June 14, 2016; | ||
| The 36^{th} amendment dated | ||
| June 15, 2018; |
- 58 -
| Provisions under amendment | Clauses currently in force | Descriptions |
|---|---|---|
| The 37^{th} amendment dated June 14, 2019; | The 37^{th} amendment dated June 14, 2019; | |
| The 38^{th} amendment dated June 12, 2020; | The 38^{th} amendment dated June 12, 2020; | |
| The 39^{th} amendment dated August 20, 2021. | The 39^{th} amendment dated August 20, 2021. | |
| The 40^{th} amendment dated June 10, 2022. | The 40^{th} amendment dated June 10, 2022. | |
| The 41^{st} amendment dated June 16, 2023. | The 41^{st} amendment dated June 16, 2023. | |
| The 42^{st} amendment dated May 31, 2024. | The 42^{st} amendment dated May 31, 2024. | |
| The 43^{rd} amendment dated May 29, 2025. | The 43^{rd} amendment dated May 29, 2025. | |
| The 44^{th} amendment dated May 29, 2026. |
- 59 -
Appendix I
Taiwan Fire & Marine Insurance Co., Ltd.
Procedural Rules of General Meetings
Article 1
To establish a strong governance system and sound supervisory capabilities for general meetings of the Company, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2
The procedural rules for general meetings of the Company, except as otherwise provided by law, regulation, or the Corporate Charter, shall be as provided in these Rules.
Article 3
Unless otherwise provided by law or regulation, general meetings of the Company shall be convened by the board of directors.
Notwithstanding, where the Company’s paid-in capital reaches NT$2 billion or more as of the last day of the most recent fiscal year, or the aggregate shareholding of foreign investors and Mainland Chinese investors reaches 30% or more as recorded in the roster of shareholders at the time of holding of the annual general meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the annual general meeting is to be held.
Changes to how the Company convenes its general meetings shall be resolved by the Board of Directors, and shall be made no later than mailing of the general meeting notice.
The Company shall prepare electronic copy of the general meeting notice, proxy forms, and the supplementary materials relating to proposals, discussions, election or dismissal of directors and upload them to the Market Observation Post System (MOPS) thirty (30) days before the date of annual general meeting or fifteen (15) days before the date of extraordinary general meeting. The Company shall prepare electronic copy of the general meeting handbook and upload them to the MOPS twenty-one (21) days before the date of the annual general meeting or fifteen (15) days before the date of the extraordinary general meeting.
Notwithstanding, where the Company’s paid-in capital reaches NT$2 billion or more as of the last day of the most recent fiscal year, or the aggregate shareholding of foreign investors and Mainland Chinese investors reaches 30% or more as recorded in the roster of shareholders at the time of holding of the annual general meeting in the most recent fiscal year, it shall upload the electronic file 30 days prior to the day on which the annual general meeting is to be held.
Furthermore, fifteen (15) days before the date of the general meeting, the Company shall have the general meeting handbook ready for shareholders’ review at any time. The general meeting handbook should be ready at the location of the Company and the designated stock affairs agency.
The Company shall make the meeting agenda and supplementary materials prescribed in the preceding paragraph available to shareholders for review in the following manner on the date of the general meeting:
I. For physical general meeting: to be distributed on-site at the meeting.
II. For hybrid general meetings: to be distributed on-site at the meeting and shared on the virtual meeting platform in the electronic format.
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III. For virtual general meeting: to be shared on the virtual meeting platform in the electronic format.
The reasons for convening a general meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in the electronic format.
Election or dismissal of directors, amendments of the Corporate Charter, reduction of capital, application for the approval of ceasing its status as a public company, non-compete waiver for the directors, capital increase out of retained earnings, convert capital reserves to capital stock, the dissolution, merger, or demerger of the Company, or any matter under Paragraph 1 of Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the general meeting. None of the above matters may be raised as an extemporary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the general meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extempore motions or any other procedure in the same meeting.
Shareholder(s) holding 1% or more of the total number of outstanding shares of a company may propose to the Company a proposal for discussion at an annual general meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.
Any shareholder may propose any suggestive motion to urge the Company to promote public interests or fulfill its social responsibilities. Procedurally, the shareholder is allowed to propose no more than one motion pursuant to Article 172-1 of the Company Act. Any additional proposal will not be included as a motion.
Prior to the book closure date before an annual general meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than ten days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting and take part in discussion of the proposal.
The Company shall, prior to preparing and delivering the general meeting notice, inform, by a notice, all the proposal submitting shareholders of the proposal screening results, and shall list in the general meeting notice the proposals conforming to the requirements set out in this Article. At the general meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals from the agenda.
Article 4 For each general meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given general meeting, and shall deliver the proxy form to the Company five (5) days
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before the date of the general meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two (2) days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
After a proxy form has been delivered to the Company, if the shareholder intends to attend a virtual general meeting, a written notice of proxy cancellation shall be submitted to the Company two (2) days before the meeting date. If the cancellation notice is submitted after due date, votes casted at the meeting by the proxy shall prevail.
Article 5 (Principles determining the time and place of a general meeting)
The venue for a general meeting shall be the premises of the Company, or a place easily accessible by the shareholders and suitable for a general meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.
The restrictions on the place of the meeting referred to in the preceding paragraph shall not apply when the Company convenes a virtual general meeting.
Article 6 (Preparation of documents such as the attendance book)
The Company shall specify in its general meeting notices the time during which attendance registrations of shareholders, solicitors and proxies (hereinafter referred to as the "shareholders") will be accepted, the place to register for attendance, and any other important matters.
The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel should be assigned to handle the registrations. For virtual general meeting, shareholders may begin to register on the virtual meeting platform thirty (30) minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.
Shareholders shall attend general meeting based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add any other documentation beyond those showing attendance eligibility presented by the shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a general meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.
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Where a general meeting is convened by means of virtual general meeting and any shareholder that intends to attend, the shareholder shall register with the Company within two (2) days prior to the general meeting.
In the event of a virtual general meeting, the Company shall upload the general meeting handbook, annual report and other supplementary materials to the virtual meeting platform at least thirty (30) minutes before the meeting starts, and keep all information available until the end of the meeting.
Article 6-1 (Convening virtual general meeting and particulars to be included in general meeting notice)
To convene a virtual general meeting, the Company shall include the follow particulars in the general meeting notice:
I. Steps to be taken for attending the meeting and for exercising their rights as a shareholder.
II. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
(I) The date and time the general meeting is postponed to or resumed at if the aforementioned obstruction continues.
(II) Shareholders that haven't registered to attend the affected virtual general meeting shall not attend the postponed or resumed session.
(III) In case of a hybrid general meeting, if the virtual platform not being able to continue and if the total number of shares represented at the physical meeting meets the minimum legal requirement for a general meeting, then the general meeting shall continue. The shares represented by shareholders attending the virtual meeting and the physical meeting shall be counted as the total number of shares present, and the shareholders attending the virtual meeting shall be deemed as abstaining from voting on all proposals of that general meeting.
(IV) Actions to be taken if the outcome of all proposals have been announced and extempore motions has not been carried out.
III. To convene a virtual general meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual general meetings shall be specified. Except in the circumstances referred to in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may file applications with the Company and other related matters.
Article 7 If a general meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman. If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the directors to act as Chairman. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as Chairman.
When a director serves as Chairman, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as Chairman.
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It is advisable that general meetings convened by the Board of Directors be chaired by the Chairman of Board in person and attended by a majority of the directors in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a general meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a Chairman from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a general meeting in a non-voting capacity.
Article 8 (Documentation of a shareholders meeting by audio or video)
The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the general meeting, and the voting and vote counting procedures.
The recorded materials prescribed in the preceding paragraph shall be retained 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.
Where a virtual general meeting is held, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes casted and results of voting process, and the continuous audio and video recording of the virtual meeting.
The information and audio and video recording prescribed in the preceding paragraph shall be properly kept by the Company for the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.
Article 9 In case of a virtual general meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.
Attendance at general meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards, and the shares checked on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
The Chairman shall call the meeting to order at the appointed meeting time, and announce the number of shareholders without voting right and shares of represented by present shareholders at the same time.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one-thirds of the total number of issued shares, the Chairman shall declare the meeting adjourned. In the event of a virtual general meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.
If the quorum is not met after two postponements as prescribed in the preceding paragraph, but the attending shareholders represent one-thirds or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act; all shareholders shall be notified of the tentative resolution and another general meeting shall be convened within one month.
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In the event of a virtual general meeting, shareholders intending to attend the virtual meeting shall re-register to the Company in accordance with Article 6.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chairman may resubmit the tentative resolution for a vote by the general meeting pursuant to Article 174 of the Company Act.
Article 10
If a general meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the general meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a general meeting convened by a party with the power to convene that is not the Board of Directors.
The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore motions), except by a resolution of the general meeting. If the Chairman declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new Chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The Chairman shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the Chairman is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the Chairman may announce the discussion closed, call for a vote, and schedule sufficient time for voting.
Article 11 (Shareholder speech)
Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chairman.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
Except with the consent of the Chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five minutes. If the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the Chairman may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the shareholder that has the floor; the Chairman shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a general meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the Chairman may respond or direct relevant personnel to respond.
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With a virtual general meeting, the attending shareholders may raise questions in writing at the virtual meeting platform from the Chairman declaring the meeting convened until the Chairman declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Paragraphs 1~5 do not apply.
As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.
Article 12 Voting at a general meeting shall be calculated based on the number of shares.
With respect to resolutions of general meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
Article 13 Each of the Company's shareholders shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Paragraph 2 of Article 179 of the Company Act.
When the Company holds a general meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the general meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extempore motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extempore motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means prescribed in the preceding paragraph shall deliver a written declaration of intent to the Company two (2) days before the date of the general meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the general meeting in person or a virtual general meeting, a written declaration of intent to retract the voting rights already exercised as prescribed in the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised two (2) days before the date of the general meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic
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means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a general meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in the Company’s Corporate Charter, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the Chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for general meeting proposals or elections shall be conducted in public at the place of the general meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
When the Company holds a virtual general meeting, after the Chairman declares the meeting convenes, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the Chairman announces the voting session ends or will be deemed abstained from voting.
In the event of a virtual general meeting, votes shall be counted at once after the Chairman announces the voting session ends, and results of votes and elections shall be announced immediately.
When the Company convenes a hybrid general meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical general meeting in person, they shall revoke their registration two (2) days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the general meeting online.
When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the virtual general meeting, except for extempore motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.
Article 14
The election of directors at a general meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the number of votes received and the list of directors losing in the election and the number of votes received.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at
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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 15
Resolutions adopted by a general meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the meeting and shall be distributed to all shareholders of the Company within twenty days after the close of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the date and place of the meeting, the Chairman’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
Where a virtual general meeting is convened, in addition to the particulars to be included in the meeting minutes as prescribed in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the Chairman's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.
When convening a virtual general meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending the virtual general meeting.
Article 16 (Public disclosure)
On the day of a general meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual general meeting, the Company shall upload the aforementioned meeting materials to the virtual meeting platform at least thirty (30) minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's virtual general meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.
If matters put to a resolution at a general meeting constitute material information under applicable laws or regulations and under TWSE's regulations, the Company shall upload the contents of such resolution to the MOPS within the prescribed time period.
Article 17
Staff handling administrative affairs of a general meeting shall wear identification cards or arm bands.
The Chairman may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the
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meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a general meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the Chairman may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the Chairman's correction, obstructing the proceedings and refusing to heed calls to stop, the Chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18 When a meeting is in progress, the Chairman may announce a break based on time considerations. If a force majeure event occurs, the Chairman may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extempore motions) on the meeting agenda have been addressed, the general meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a general meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.
Article 19 (Disclosure of information at virtual meetings)
In the event of a virtual general meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and the timeframe of the disclosure shall be at least 15 minutes after the Chairman has announced the meeting adjourned.
Article 20 (Location of the Chairman and secretary of virtual general meeting)
When the Company convenes a virtual general meeting, both the Chairman and secretary shall be in the same location, and the Chairman shall declare the address of their location when the meeting is called to order.
Article 21 (Handling of disconnection)
In the event of a virtual general meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.
In the event of a virtual general meeting, when declaring the meeting convenes, the Chairman shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Paragraph 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. If the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the Chairman has announced the meeting adjourned, and the obstruction continues for more than thirty (30) minutes, the meeting shall be postponed to or resumed on another date within 5 days, in which case Article 182 of the Company Act shall not apply.
For a meeting to be postponed or resumed as prescribed in the preceding paragraph, shareholders who have not registered to participate in the affected general meeting online shall not attend the postponed or resumed session.
For a meeting to be postponed or resumed under Paragraph 2, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected general meeting and have
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successfully signed in the meeting, but do not attend the postpone or resumed session, the shares of the affected general meeting shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.
During a postponed or resumed session of a general meeting held under Paragraph 2, no further discussion or resolution is required for proposals for which votes have been casted and counted and results have been announced, or list of elected directors and supervisors.
When the Company convenes a virtual general meeting, and the virtual meeting cannot continue as described in Paragraph 2, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual general meeting, still meets the minimum legal requirement for a general meeting, then the general meeting shall continue disregard Paragraph 2.
Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
When postponing or resuming a meeting according to Paragraph 2, the Company shall handle the preparatory work based on the date of the original general meeting in accordance with the requirements listed under Paragraph 7 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.
For dates or period set forth under the latter 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, and 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 handle the matter based on the date of the shareholders meeting that is postponed or resumed under Paragraph 2.
Article 22 (Handling of digital divide)
When convening a virtual general meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual general meeting. Except in the circumstances referred to in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholders Service of Public Companies, the Company shall at least provide the shareholders with connection facilities and necessary assistance, and specify the period during which shareholders may file applications with the Company and other related matters.
Article 23 These Rules shall take effect after having been submitted to and approved by a general meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix II
Taiwan Fire & Marine Insurance Co., Ltd.
Corporate Charter
Chapter I General Rules
Article 1 The Company was organized in accordance with the regulations governing companies limited by shares in the Company Act and was named Taiwan Fire & Marine Insurance Co., Ltd. (Chinese name: 臺灣產物保險股份有限公司)
Article 2 The Company aims to underwrite property insurance, striving to stimulate economy and develop social welfare benefits.
Article 3 The Company's head office is situated in Taipei City. The Company may establish domestic or overseas branches/offices pursuant to laws to develop the Company's business, where necessary.
Article 4 The Company's announcements shall be made in accordance with Article 28 of the Company Act.
Chapter II Shares
Article 5 The Company's authorized capital amounts to NT$6 billion, divided into 600 million shares at NT$10 per share, and issued in batch. The issuance quota and rules governing the subscription for unissued shares shall be resolved by the Board of Directors. The issue price per share shall be set by the Board of Directors pursuant to the Company Act or securities-related laws.
Article 6 The Company issues its shares to registered shareholders only. Share certificates are issued with the signatures or authorized signatory stamp of the directors representing the Company, and subject to duly certified or authenticated by the bank competent to certify shares under the laws before issuance thereof.
The Company may issue shares exempted from printing paper stock certificates, but shall register the shares with the centralized securities depository and clearing institution.
Article 7 The shareholders shall complete and deliver their authorized signatory stamp to the Company. The shareholders' receipt of stock dividends, exercise of shareholders' right in writing, or communications with the Company in writing shall be subject to the specific authorized signatory stamp, unless otherwise stipulated in laws or the Company's Corporate Charter.
Article 8 The registration of share transfer shall be suspended within sixty days prior to the date of annual general meeting, or within thirty days prior to the date of an extraordinary general meeting, or within five days prior to the record date set by the Company for distribution of dividends, bonus or other profit.
Article 9 The Company's shareholders service affairs shall be processed according to the "Regulations Governing the Administration of Shareholder Services of Public stock Companies" promulgated by the competent authority, related laws and regulations.
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Chapter III Business
Article 10 The Company’s business line is stated as following: H501021 Property insurance.
Chapter IV General Meetings
Article 11 The Company’s shareholders consist of the annual general meetings and extraordinary general meetings. The annual general meeting is convened once a year within six months after the end of each fiscal year. An extraordinary general meeting may be held pursuant, if needed.
Article 11-1 A general meeting can be held by means of virtual meeting or other methods promulgated by Ministry of Economic Affairs.
Article 12 Annual general meeting shall be notified thirty days prior to the meeting, and within fifteen days for extraordinary general meeting, with the meeting notice specifying the date, venue, and causes of such meeting sent to each shareholder.
Article 13 Any shareholder who is unable to attend a general meeting in person may issue a power of attorney in the format printed by the Company indicating the scope of power, and shall deliver the power of attorney to the Company within five days before the date of the general meeting, in order to appoint a proxy to attend the meeting on behalf of him/her. The rules governing attendance by proxy shall follow Article 177 of the Company Act, and the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” promulgated by the competent authority, and related laws & regulations.
Article 14 If a general meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is unable to attend the meeting, the Vice Chairman shall act in place of the Chairman. If the Vice Chairman is also unable to attend the meeting, the Chairman shall appoint one of the directors to act as Chairman. Where the Chairman does not make such a designation, the directors shall select among themselves one person to serve as Chairman. If the general meeting is convened by a party with power to convene, other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a Chairman among themselves.
During a general meeting, if the Chairman declares the adjournment of the meeting in a manner in violation of the Company’s Procedural Rules for General Meetings, a new Chairman of the meeting may be elected by a resolution and adopted by a majority of the shareholders present to continue the meeting.
Article 15 Matters related to resolutions of general meetings are as follows:
I. Enact and amend the Company’s Corporate Charter;
II. Appoint and dismiss directors (including independent directors);
III. Financial statements prepared by the Board of Directors, and Audit Committee’ audit report;
IV. Capital increases/decreases;
V. Distribution of earnings, dividends and bonuses;
VI. Other important motions to be resolved by a general meeting pursuant to laws.
Article 16 Resolutions at a general meeting shall, unless otherwise regulated in relevant laws, only be adopted by a majority of voting rights of the shareholders present, who represent more than half of the total outstanding shares.
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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 general meeting within one month.
In the meeting of shareholders described in the preceding paragraph, if the tentative resolution is again adopted by a majority of attending shareholders who represent one-third or more of the total number of issued shares, such tentative resolution shall be deemed to be a resolution under Paragraph 1.
Article 17 The Company’s shareholders are entitled to one vote per share, unless otherwise provided in laws.
Article 18 Resolutions adopted at a general meeting shall be recorded in the minutes of the meeting, affixed with the signature or seal of the Chairman of the meeting and distributed to all shareholders of the company within twenty days after the close of the meeting.
The preparation and distribution of the minutes of general meeting as required in the preceding Paragraph may be effected by means of electronic transmission.
Distribution of the meeting minutes referred to in Paragraph 1 may be done by public notice.
The minutes of general meeting shall record the date 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. 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 powers of attorney of the proxies shall be kept by the Company for a minimum period of one year.
Chapter V Board of Directors
Article 19 The Company shall have 9–12 directors to form the Board of Directors. The election of directors adopts the candidates nomination system referred to in Article 192-1 of the Company Act. The acceptance and publication of nomination of candidates for directors shall be governed by the Company Act and Securities and Exchange Act. The election of directors shall be completed in accordance with Article 198 of the Company Act. The directors shall serve a three-year term of office and eligible for reelection. Notwithstanding, the elected director who is a government or juristic person, or the representative thereof, may be reappointed from time to time subject to their job duties. When the number of vacancies in the Board of Directors equals to one-thirds of the total number of directors, the Board of Directors shall convene a special meeting within sixty days to elect succeeding directors to fill the vacancies. The reappointed or reelected directors shall serve the remaining term of office.
The total number of shares held by all directors referred to in the preceding paragraph shall satisfy the related laws and regulations.
The Board of Directors is authorized to determine the level of remuneration to Chairman, Vice Chairman and directors (including Independent Directors) based on their engagement in and contribution to the Company’s operations, and in reference to peer companies’ pay.
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The Company may take out directors’ liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.
Article 19-1
Of all directors referred to in the preceding Article, there shall be at least three independent directors, and starting from the 28th Board of Directors, shall be no less than one-thirds of all directors.
The election of independent directors and the other directors shall be consolidated, provided that the quota of the elected shall be counted separately. Candidates to whom the ballots are cast represent a prevailing number of votes shall be deemed independent directors and the other directors elected.
The professional qualification, shareholdings, restrictions on concurrent positions, determination of independence, method of nomination and election, and other requirements to be met, shall comply with the related requirements posed by the competent authority and relevant written interpretations.
None of the independent directors and the directors may exchange their position during their terms of office.
Article 20
A Board meeting shall be attended by more than two-thirds of the directors, and the Board of Directors shall elect a Chairman of Board from among the directors by a majority vote at the meeting, and may also elect in the same manner a Vice Chairman of Board. The Chairman shall chair general meetings and Board meetings internally, and act on behalf of the Company externally. In case the Chairman is on leave or absent or cannot exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman shall designate one of the directors to act on his behalf. Where the Chairman does not make such a designation, the directors shall select from among themselves one person to serve as Chairman.
Article 21
The authorities of the Board of Directors are as follows:
I. Review and approval of important rules and regulations.
II. Approval of business plans.
III. Establish proposals for capital increases/decreases.
IV. Approval of addition, relocation or abolishment of all business locations engaged in developing the Company’s business, such as branches and overseas offices, or changes in the names, subordination or responsible persons thereof.
V. Approval of major contracts.
VI. Approval of budget and final accounts.
VII. Approval of disposal of the Company’s substantial assets.
VIII. Approval of investment in other companies.
IX. Draft of the motion for distribution of earnings.
X. Review on audit report.
XI. Authorization of important businesses.
XII. Decision of appointment, dismissal, remuneration and job duty of the president, vice president and other managerial officers or equivalents.
XIII. Other job duties granted by laws and a general meeting.
The Board of Directors’ exercise of job duty pursuant to subparagraph 8 of the preceding paragraph may be exempted from the restrictions posed in Paragraph 1 of
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Article 13 of the Company Act, which provides that the Company’s total investment in other companies shall be no more than 40% of the Company’s paid-in capital.
Article 21-1
If an independent director objects to or expresses reservations about any matter to be reported to a Board meeting pursuant to Article 14-3 of the Securities and Exchange Act, it shall be recorded in the minutes of the Board meeting. An independent director intending to express an objection or reservation but unable to attend the meeting in person shall, unless there is some legitimate reason to do otherwise, issue a written opinion in advance, which shall be recorded in the meeting minutes.
Article 22
The Board of Directors shall establish related units in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurance Enterprises” and related laws & regulations, and appoint/dismiss the staff thereof.
Article 23
The Board of Directors shall meet at least quarterly. Where the Chairman deems it necessary, or in the case of any emergency, the Chairman may convene a special meeting. The notice for convening a Board meeting may be served in writing or by electronic means.
Article 24
Where any director fails to attend a Board meeting in person with causes, he/she may appoint another director as his/her proxy to attend the meeting on behalf of him/her by issuing a power of attorney specifying 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.
If a Board meeting is convened by way video conference, those who participate in the meeting using video conferencing are considered to have attended the meeting in person.
Article 25
Unless otherwise provided for in the Company Act and other related laws, 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.
Article 26
Board meeting resolutions shall be compiled into detailed minutes, signed or sealed by the Chairman and record taker, and disseminated to each shareholder within twenty days after the meeting. The minutes shall be included into the Company’s important files and retained for the duration of the existence of the Company.
The preparation and distribution of the minutes of general meeting as required in the preceding paragraph may be effected by means of electronic transmission.
Article 27
When convening a meeting, the Board of Directors shall notify each director and may ask the president, vice president or related personnel to attend the meeting. Except directors, the other attendees shall have no voting right.
Chapter VI Audit Committee and Other Functional Committees
Article 28
The Audit Committee shall be composed of the entire number of Independent Directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
Article 29
The Company may establish the other functional committees pursuant to laws.
Article 30
The exercise of powers and other requirements to be met by the Audit Committee and the other functional committees shall be governed by related laws and the Company’s regulations.
Article 31 The committees referred to in the preceding Article shall set forth their own articles of association to govern the number of personnel, term of office and job duty, which shall be implemented upon resolution by the Board of Directors.
Chapter VII Managers
Article 32 The Company shall have one president in charge of the motions resolved by the Board of Directors. Appointment and dismissal thereof shall be proposed by the Chairman of Board to the Board of Directors, and adopted upon resolution adopted by a majority of the directors.
The Company shall also elect several seats of vice president and managers to assist the president to conduct businesses. Appointment and dismissal thereof shall be proposed by the president to the Board of Directors, and adopted upon resolution adopted by a majority of the directors.
Remuneration to the Company’s president, vice presidents and other managerial officers or equivalents shall be decided based on the Company’s regulations governing authorization of salary and in reference to their contribution to the Company.
Article 33 If the President fails to perform his job duty with causes, the Chairman may appoint one among from the vice presidents to act on behalf of the President upon authorization of the Board of Directors.
Chapter VIII Accounting
Article 34 The Company’s fiscal year shall commence from January 1 to December 31 of each year. The Company shall close accounts quarterly, namely in four periods, and complete the annual settlement at the end of each year.
Article 35 The Board of Directors shall prepare the following statements and reports at the end of each fiscal year. These statements and reports shall be submitted to annual general meeting for acknowledgment.
I. Business report.
II. Financial statements.
III. The earning distribution or loss off-setting proposal.
Article 35-1 If the Company retains profit at the end of any fiscal year, it shall contribute $1\% - 5\%$ of the same as the remuneration to employees, and no more than $5\%$ to the directors. No independent directors are allowed to participate in the distribution of remuneration to directors. Notwithstanding, when the Company still has accumulated losses, an amount equivalent to said losses shall be reserved to make up for the loss in advance.
If the Company retains profit at the end of any fiscal year, it shall contribute $1\% - 5\%$ of the same as the remuneration to employees, a minimum of $20\%$ of which shall be allocated to the base level employees, and no more than $5\%$ to the directors. No independent directors are allowed to participate in the distribution of remuneration to directors. Notwithstanding, when the Company still has accumulated losses, an amount equivalent to said losses shall be reserved to make up for the loss in advance.
The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the all directors, distribute the remuneration to employees
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in the form of shares or in cash, and in addition thereto a report of such distribution shall be submitted to the general meeting.
The Company may, by a resolution adopted by a majority vote at a Board meeting attended by two-thirds of the directors with respect to the motion proposed by the Remuneration Committee, authorize the Board of Directors to distribute the remuneration to directors in cash, within the prescribed limit.
Article 36 Shall there be earnings after the annual financial statement finalized, the earnings shall offset the accumulated losses from the previous years, taxes, and 20% of the balance, if any, shall be provided as the Statutory Surplus Reserve, unless the statutory surplus reserve reaches the total Paid-in Capital of the Company. When the special reserve is provided or reversed according to regulations, the remaining amount, if any, may be combined with the balance of the undistributed earnings at the beginning of the year and the adjusted amount of the undistributed earnings of the year, to be proposed by the Board of Directors’ for the earnings distributions under the Company’s dividend policy, as referenced in Article 37 hereof, which shall be submitted to a general meeting for resolution.
Article 37 The Company is an insurance enterprise. As the competition has been intensifying since the opening of the insurance market, by taking into account of the ability of covering of the Company, enhancement of solvency, future needs of funds, and the long-term financial plans, as well as to properly meet the shareholders’ demand for cash inflows, the Board of Directors takes stable and balanced dividend policy for the profit distribution proposal of the year, and adjust the percentage of the equity dividend and cash dividends upon its discretions. The cash dividends are no less than 10% of the total dividends; however, if the cash dividend per share is lower than NT$0.1, it may be distributed in equity dividend.
Chapter IX Supplemental Provisions
Article 38 The Board of Directors is authorized to set forth the Company’s Memorandum and Articles of Association, table of hierarchical responsibility and other regulations separately.
Article 39 Any matters not mentioned herein shall be governed by the Insurance Act, Company Act and other related laws.
Article 40 The Corporate Charter was established on May 2, 1947.
The 1st amendment dated August 23, 1949;
The 2nd amendment dated April 30, 1951;
The 3rd amendment dated March 26, 1958;
The 4th amendment dated March 5, 1959;
The 5th amendment dated September 30, 1959;
The 6th amendment dated September 16, 1964;
The 7th amendment dated October 8, 1965;
The 8th amendment dated March 24, 1967;
The 9th amendment dated August 25, 1972;
The 10th amendment dated September 24, 1976;
The 11th amendment dated September 16, 1977;
The 12th amendment dated September 27, 1980;
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The 13th amendment dated January 21, 1985;
The 14th amendment dated May 24, 1990;
The 15th amendment dated February 27, 1992;
The 16th amendment dated September 16, 1993;
The 17th amendment dated August 12, 1994;
The 18th amendment dated October 21, 1995;
The 19th amendment dated December 12, 1997;
The 20th amendment dated November 17, 1998;
The 21st amendment dated May 12, 1999;
The 22nd amendment dated June 28, 2000;
The 23rd amendment dated May 22, 2001;
The 24th amendment dated May 20, 2002;
The 25th amendment dated June 11, 2004;
The 26th amendment dated June 9, 2006;
The 27th amendment dated June 15, 2007;
The 28th amendment dated June 13, 2008;
The 29th amendment dated June 19, 2009;
The 30th amendment dated June 8, 2010;
The 31st amendment dated June 15, 2012;
The 32nd amendment dated June 21, 2013;
The 33rd amendment dated June 6, 2014;
The 34th amendment dated June 12, 2015;
The 35th amendment dated June 14, 2016;
The 36th amendment dated June 15, 2018;
The 37th amendment dated June 14, 2019;
The 38th amendment dated June 12, 2020;
The 39th amendment dated August 20, 2021;
The 40th amendment dated June 10, 2022.
The 41st amendment dated June 16, 2023.
The 42nd amendment dated May 31, 2024.
The 43rd amendment dated May 29, 2025.
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Appendix III
Taiwan Fire & Marine Insurance Co., Ltd.
Rules for Election of Directors
Article 1. To ensure a just, fair, and open election of directors, the Rules are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.
Article 2. Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of the Company's directors shall be conducted in accordance with the Rules.
Article 3. The overall composition of the Board of Directors shall be taken into consideration in the election of the Company’s Directors. The composition of the Board of Directors 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. It is advisable that the policy include, without being limited to, the following two general standards:
- Basic requirements and values: Gender, age, nationality, and culture.
- Professional knowledge and skills: A professional background (e.g. law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.
All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. The abilities that must be present in the Board as a whole are as follows:
- Ability to make operational judgments.
- Ability to perform accounting and financial analysis.
- Ability to conduct management administration.
- Ability to conduct crisis management.
- Knowledge of the industry.
- An international market perspective.
- Ability to lead.
- Ability to make policy decisions.
A spousal relationship or a familial relationship within the second degree of kinship may not exist among more than half of the directors.
The Board of Directors of the Company shall consider adjusting its composition based on the results of performance evaluation.
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Article 4. The qualifications for the independent directors of the Company shall comply with the “Securities and Exchange Act,” “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies” and “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.”
Article 5. The election of the Company's directors shall be completed in accordance with the candidate nomination system and procedure prescribed under Article 192-1 of the Company Act.
When the number of directors falls below five due to the discharge of a director for any reason, the company shall hold a by-election for director at the following shareholders meeting. When the number of directors falls short by one-third of the total number prescribed by the articles of incorporation, the company shall convene a special shareholder meeting within 60 days of the occurrence of that fact for a by-election for director(s).
When the number of independent directors is lower than the requirement in Paragraph 1 of Article 14-2 of the Securities and Exchange Act, a by-election for independent director shall be held at the next shareholders' meeting. When all independent directors have been dismissed, the Company shall convene a special shareholders' meeting to hold a by-election within 60 days from the date on which the fact occurred.
Article 6. The cumulative voting method shall be used for election of the Company's directors. 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 7. 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 8. The number of directors will be as specified in the Company's Articles of Incorporation, 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 chair drawing lots on behalf of any person not in attendance.
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Article 9. Before the election begins, the chairperson shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 10. A ballot paper is invalid under any of the following circumstances:
- The ballot is not been prepared by a person with the power to convene a meeting.
- Blank ballots are been casted into the ballot box.
- Ballots have illegible writing or have been altered.
- The candidate whose name is entered in the ballot does not conform to the name list of director candidates.
- Other words are entered in addition to the number of voting rights allotted.
Article 11. 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 chairperson on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel 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 12. The Board of Directors of the Company shall issue notifications to the persons elected as directors.
Article 13. The Rules shall take effect after having been submitted to and approved by a shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner.
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Appendix IV
Taiwan Fire & Marine Insurance Co., Ltd.
Operating Procedures for Use of Funds in Special Projects, Public Utilities, and Social Welfare Enterprises
Article 1
The Company adopts the Procedures in accordance with the “Regulations Governing Use of Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises” amended by the FSC to process its use of funds in special projects and participation in investment in public utilities and social welfare enterprises in response to policies.
Article 2
The use of funds in special projects referred to herein shall be restricted to investments or extension of loans for the following projects:
I. Emerging and key strategic business or infrastructure projects approved by the government.
II. Venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses or private equity funds that meet the criteria specified by the competent authority and support projects in government policies.
III. Industrial zone or regional development projects approved by the government.
IV. Purchase of houses by the houseless.
V. Cultural and educational conservation and construction.
VI. Funeral facilities not distributed as public utilities listed in Article 3.
VII. Other use in line with the government policies.
Article 3
The use of funds for public utilities referred to herein shall be restricted to the following utilities investment projects:
I. Transportation facilities of highways, railroads, harbors, parking lots and airports.
II. Facilities of public utilities, such as water, electricity, telecommunications, etc.
III. Construction of social housing and elderly residence projects.
IV. Environmental protection facilities, including river, sewerage, garbage and waste disposal, and funeral facilities, excluding cemeteries and columbarium.
V. Construction of public-welfare facilities for public recreation.
VI. Public construction projects carried out pursuant to the Act for Promotion of Private Participation in Infrastructure Projects (the “PPIP Act”) or other applicable laws and regulations.
VII. Other public construction projects carried out in coordination with government policies.
If the Company engages in public investment in accordance with Subparagraph 6 of the preceding paragraph, according to the regulations of the competent authority, if the insurer participates through investment equity and the investee company reassigned the investment in the form of residential real estate, the percentage of the insurer’s capital contribution multiplied by the percentage of the parts of the real estate for residential use repaid by the
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investee company to the total area of the real estate project may not exceed 10%. In addition, the insurer may not acquire ownership of the residential property. This restriction does not apply if the residences are provided for lease only.
Article 4
The Company’s investment in social welfare business is limited to the business for social welfare operation that is established in accordance with the authorization of the competent authorities and the necessary facilities, including social assistance, welfare services, employment, social insurance, and healthcare.
Article 5
The investment targets of the Company, either special projects, public utilities and social welfare enterprises, shall be profitable and restricted to such companies limited by shares that are incorporated and registered in accordance with the Company Act, with the exception of such development and construction projects, loans, and investments as are in line with the government policies or making contribution to social welfare institutions registered in accordance with relevant laws.
Where the Company use its funds to invest in a special project, public utilities and social welfare institutions, the invested entity meeting any of the following criteria may be a limited partnership enterprise registered in accordance with the Limited Partnership Act without being subject to the restriction of company limited by shares provided in the preceding paragraph:
I. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses.
II. The invested entity is the private equity fund listed in Subparagraph 2, Article 2.
III. The invested entity is the cultural and educational conservation and construction project provided in Subparagraph 5 of Article 2.
IV. Other entity regulated by the competent authority that cooperate with government policies.
Where the Company use its funds to engage in investments provided in the preceding paragraph, the insurer must be a limited partner in the limited partnership enterprise and meet the following requirements:
I. The Company has established internal operating rules in accordance with relevant self-regulatory rules set out by the insurance association and filed with the competent authority for reference; and
II. The Company’s ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Capital Adequacy Standard as specified in Subparagraph 1, Paragraph 2, Article 143-4 of the Insurance Act (hereinafter referred to as the “Statutory Standard”).
Article 6
Investment limit and management level: In the investment projects reviewed and approved by the securities investment group, the total investment in the same invested entity that hasn’t exceeded NT$100 million shall be subject to prior approval by the President; investments that haven’t exceeded NT$150 million shall be subject to prior approval by the Chairman; investments of more than NT$150 million shall be subject to prior approval of the Board of Directors.
Procedure for determination of transaction terms:
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I. The Financial Dept. prepares the “Investment Evaluation Summary Table” based on the investment research information, such as the Company's profile, overview of business, finance and industrial development trend collected by it, sets forth the investment orientation and framework, and establish the monitoring mechanism.
II. The Financial Dept. produces the investment project proposal with respect to the entity to be invested in accordance with the Company's “Directions for Securities Investment Operations,” and submit the same to the Securities Investment Group. The contents thereof shall cover the data, such as the Company's overview, product descriptions, industrial development trend, analysis on competitiveness, overview of finance, trading price and evaluation conclusion.
Internal audit system:
I. Risk management measures
(I) All investment projects shall avoid over-concentrated allocation of funds to the same industry category to strengthen the liquidity, profitability, and safety of the entire investment portfolio.
(II) The Financial Dept. shall review whether its investment limit and operating procedure satisfy the relevant requirements, and complete the operations related to delivery and custody of certificates in order.
(III) If any legal matters are involved in the process of investment, Financial Department shall consult with the Company's legal affairs unit or external legal advisor.
Post-investment management method.
I. Periodic evaluation and performance analysis: The Financial Dept. shall ask the invested entities for financial reports (statements) periodically, and attend general meetings convened by the invested entities. Meanwhile, it shall analyze the business and financial plans to know well about the invested entities’ development status at any time and mitigate investment risk, and shall have its head report the invested entities’ overview of business to the Company's Board of Directors on a semi-annual basis.
II. Financial Dept. shall regularly review whether the actual investment conditions meet the original investment plan and scope, the regulations of the competent authority or the competent authorities of other industries, and evaluation and plans for the required response measures.
III. For the invested entities listed in Subparagraph 2, Article 2, it must be reviewed and ensured that the invested entity does not involve itself in management right disputes of enterprises in which it has direct or indirect investments, and such requirements must be included in the contracts or other agreement documents it has signed.
The Company shall adopt the internal audit system in accordance with the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and the Company's internal control system.
I. Internal audit framework
The Company establishes the Internal Audit Office under the Board of Directors, and delegates one General Auditor and an appropriate amount of qualified personnel as full-time internal auditors to conduct the auditing operations independently.
II. Frequency and scope of audit
Conduct the audit required under the “Regulations Governing Use of
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Insurer's funds in Special Projects, Public Utilities and Social Welfare Enterprises" once per year with a view to confirming whether the related matters and controls comply with laws and the Company's regulations.
III. Submission procedure of the audit report
A written audit report shall be produced and submitted to the Audit Committee for review within two months at the end of each audit.
IV. Improvement tracking
The Internal Audit Office shall ask Financial Dept. to improve the deficiencies found during the audit, continue to follow up and re-check the improvement, and include the improvement as an important indicator to determine the reward & punishment to, and performance appraisal on, Financial Department.
If the Company invests in an enterprise listed in Article 3 and Article 4, the appointment of directors and supervisors and management system:
I. Directors and supervisors appointed by the Company to invested companies shall meet one of the following qualifications:
(1) Currently hold positions closely related to the business operations of the invested company.
(2) With specialized expertise suitable for the business needs of the invested company.
II. Candidates for directors and supervisors appointed by the Company to invested companies shall be designated by resolution of the Chairman.
III. Directors and supervisors appointed by the Company to invested companies shall be removed from post if any of the following circumstances occur during their term:
(1) Change in duties rendering concurrent service inappropriate.
(2) Conduct or statements detrimental to the Company's interests.
(3) Inability to perform duties due to any reason.
If the Company invests in an entity listed in Article 3 and Article 4, when the Company appoints more than half of the directors of the invested entity, The invested entity must appoint least one independent director. Such independent director shall not be elected pursuant to Article 27 of the Company Act by the government, a juristic person shareholder, or its representative, and have the professional knowledge necessary for the business operations of the invested entity. The independent director must also maintain their independence within the scope of their job duty and may not have direct or indirect interests with the Company or its affiliate companies.
Article 7 Original investment amount:
I. The limits for the Company engaging in investment on special projects, public utilities, and social welfare enterprises shall be no more than 15% of the Company's capital in total.
II. The total amount of investment by the Company in one and the same entity shall be no more than 5% of the Company's capital except for the invested entity listed in Paragraph 2 of Article 5.
III. The investment in one and the same entity shall comply with the following requirements:
(I) Where the invested entity is a venture investment enterprise, and the entity referred to in subparagraph 4, Paragraph 2 of Article 5, such amount shall be no more than 25% of the invested entity's total issued shares or actual capital contribution.
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(II) Where the investment is made to a private equity fund listed in Subparagraph 2, Article 2, shall be no more than 20% of the invested entity's total issued shares or actual capital contribution. However, if it meets the regulations of the competent authority, it shall be no more than 25% of the invested entity's total issued shares or actual capital contribution.
(III) Where the investment is made to an enterprise with the items enumerated under Article 3 and 4, such amount shall be no more than 45% of the invested entity's total issued shares or actual capital contribution. The foregoing is not applied to the insurer which is qualified with the following conditions and obtains the approval of the competent authority:
- The Company's ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard.
- The investment project has been approved by the Board of Directors, and independent directors and Audit Committee have been delegated too.
- There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authorities with relevant supporting document.
- There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority.
- If this is not the first investment and the investment amount is no less than 45% of the invested entity's total issued shares or paid-in capital contribution, the invested entity shall show no accumulated losses in the financial statement for the most recent period and the invested entity is a private institution regulated by PPIP.
(IV) Except for the invested entity prescribed in the preceding three items, such amount shall be no more than 10% of the invested entity's total issued shares or actual capital contribution.
IV. In case of securitization products issued by the Company aiming at the contents set forth in Article 3 and 4 as the target, such insurer may invest within the limit of 10% of the total amount of the securitization products, free of the restriction of the investment ratio set forth in the preceding Subparagraph.
V. The total amount of the Company invested in the entity listed in Paragraph 2 of Article 5 shall not exceed 2% of its total funds.
VI. The investment in emerging and key strategic projects or venture investment enterprises shall comply with the following requirements:
(I) The total amount of investment in any emerging and key strategic project shall be no more than 3% of the Company's capital.
(II) The total amount of investment in any venture investment enterprise shall be no more than 8% of the Company's capital. The total amount of any venture investment enterprise managed by the same management consulting service company shall be no more than 6% of the Company's capital.
The major sanctions and disciplinary actions as prescribed in Item 3-4,
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subparagraph 3, Paragraph 1 of Article 7 and Item 1-5, subparagraph 2, Paragraph 3 of Article 10 refer to one of the major sanctions and disciplinary actions as specified in Article 2 of the FSC’s Regulations Governing Public Announcement and Explanation of Major Sanctions and Disciplinary Actions for Violations of Financial Laws.
Where, after the Company engages in investment on special projects, public utilities, and social welfare enterprises, the enterprise is qualified to accept investments under the sub-paragraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act, the investments in such entity shall be governed by the subparagraph 3 or 4, Paragraph 1 of Article 146-1 of the Insurance Act and the following regulation:
I. Where an invested entity fund utilization scope originally falls within the categories listed under Article 3 or 4 but the said investment exceeds the ratio as stipulated in subparagraph 3 or 4 of Paragraph 1 or Paragraph 2 of Article 146-1 of the Act, no additional funds shall be invested by the Company in the entity unless the entity requires capital increase by the Company on a pro rata basis subject to the Company's original equity share in the entity.
II. Where an invested entity fund utilization scope originally falls within the categories prescribed under Article 3 or 4 but subsequently exceeds the scope and with major changes to the business and operation policy, the Company should report to the authority within seven (7) working days. If the authority determines that the invested entity deviates from the original investment purpose, the Company shall reduce its investment ratio to conform with the ratio stipulated in according to in subparagraph 3 or 4 of Paragraph 1 of Article 146-1 of the Insurance Act within three (3) years from the date of receipt of the competent authority’s written notice. However, the Company may, at least two (2) months prior to the expiration of the adjustment period under the preceding subparagraph, apply to the authority for an extension with justification for its inability to dispose of shares within the prescribed timeframe; such requirement shall not apply in such cases.
Applications for extension under the proviso of Subparagraph 2 of the preceding paragraph shall be limited to two (2) times, with each extension not exceeding one (1) year.
Where the Company and its stakeholders jointly hold an invested entity listed in subparagraph 2 of Article 2, and subparagraph 1, 2 and 4 of Paragraph 2 of Article 5 or take any methods to achieve controlling and subordinate relations with the same invested entity, the following requirements shall be met:
I. The Company may not take any direct or indirect methods via the entity to intervene in the business management and investment decisions of the same entity and its invested entity;
II. The combined investments of the Company and the entity in a company stock whose public issuance is approved by law as prescribed in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act may not exceed the limit as prescribed in subparagraph 3, Paragraph 1 of Article 146-1 of the Act.
The company stocks identified in subparagraph 3, Paragraph 1 of Article 146-1 of the Insurance Act as invested by the entity referred to in subparagraph 2, paragraph 4 of Article 7, which the Company shall combine into the calculation, is calculated based on the Company's investment ratio in the
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entity. Where the limit is exceeded, the insurer shall comply with the following regulations before the condition is improved:
I. The Company’s shareholding in the aforementioned company stock may not be increased;
II. The entity’s shareholding in said company stock which the Company shall combine into the calculation may not be increased.
Article 8
If the total amount of the Company invested in one and the same invested exceeds half of the total issued shares or half of the total outstanding voting shares of such invested entity, the followings shall be complied with:
I. The insurer shall ensure that the invested entity has set up an internal audit unit and set out in its internal control system the procedures and methods for self-assessment operation. Compliance with this implementation shall be tracked periodically by the insurer.
II. The insurer shall ensure that the invested entity has agreed to provide at least an annual audit report or self-assessment report to the Company. The Company shall also ensure that the invested entity has agreed to submit a report to it within 10 days from the date the invested entity has found any violation or abnormality of the internal control system while conducting a project or annual audit.
III. The Company shall ensure that the invested entity has agreed it to conduct an on-site audit on the invested entity during the investment period.
IV. If the income after tax of the invested entity in the most recent accounting year is negative or the invested entity generates accumulated losses after the investment, the Company shall submit an improvement plan to its Board of Directors within two months from the date the financial report has been prepared by the invested entity. Additionally, the Internal Audit Office of the Company shall submit a quarterly audit report on the implementation of the improvement plan to the Board of Directors.
V. The Internal Audit Office shall track the improvement status of the invested entity on the deficiencies and extraordinary circumstances mentioned in subparagraph 2 and conduct an on-site audit on the invested entity once every six months. The relevant tracking and audit items shall be included in scope of the internal control and audit of the Company. If any misconduct or material malpractice is detected, the Company shall immediately inform the invested entity and periodically prepare a tracking report. The completed audit and tracking report shall be submitted to the latest meeting of the Board of Directors of the Company.
VI. The subsidiaries shall comply with the required control procedure according to the “Regulations Governing Implementation of Internal Control and Auditing System of Insurers” and “Regulations Governing Establishment of Internal Control Systems by Public Companies”.
VII. The insurer shall establish a monitoring and audit management system. Such monitoring and audit system shall at least include the regulations prescribes in the preceding six subparagraphs and be submitted to and passed by the board of directors. If the independent directors have objections or reserve their opinions, the meeting minutes shall record the details.
The audit and tracking report prescribed in Subparagraph 5 of previous Paragraph shall be signed by the general manager, the general auditor, and the
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compliance officer of the headquarter of the Company. The content of the audit report shall at least include the followings:
I. Operating status of the invested entity;
II. Quarterly financial statement of the invested entity;
III. The meeting minutes and the implementation status of the resolutions passed by the board of directors of the invested entity;
IV. The implementation status of the resolutions passed by the shareholders meeting of the invested entity;
V. The existence of violation or abnormalities in the internal control system of the invested entity; and
VI. Whether the invested entity has a major violation or has been involved in any illegal activity.
The Company shall comply with Article 11 of the "Regulations Governing Public Disclosure of Information by Property Insurers" to disclose the audit report for the implementation of investment improvement plans listed in subparagraph 4 of Paragraph 1, as well as the complete audit report of the invested entity listed in subparagraph 5 in the same Paragraph to the public under the notes which shall be made under the information disclosure website. Said disclosure information shall be updated within 10 days after submission to the Board of Directors.
Where the investee referred to in Paragraph 1, and its subsidiary over which control and subordinate relationship is established through shareholding, has no substantive operating activities, the provisions of Subparagraphs 1 to 5 and Subparagraph 7 of Paragraph 1, as well as Paragraphs 2 and 3, shall not apply.
Article 9
When using its funds for special projects, public utilities and social welfare enterprises, the Company shall apply for approval from the competent authorities by submitting the following documents, and if, subsequent to approval, the insured entity voluntarily modifies its investment plan or purpose in a manner that materially affects the financial evaluation of the investment or exceeds the scope or conditions stipulated in the original approval by the competent authority, the same re-approval procedures shall apply:
I. Investment plan and objectives (including objectives, method, market analysis, cost analysis, analysis of long-term and short-term return on investment, composition of shareholders or partners' structure of the limited partnership enterprise and management team). This document can be replaced by a letter of opinion on the financial adequacy of the investment project issued by a certified public accountant and a letter of legal opinion on the legitimacy of the investment project issued by a qualified lawyer where the investment is made onto an enterprise with the items enumerated under Articles 3 and 4.
II. Details of the funds used for the special project or public utilities or social welfare enterprises, and analysis of return (including analysis of return on investment in each phase with explanatory notes)
III. Financial statements of the invested entity. This document does not need to be attached if the invested entity has been established for less than a year, or where the invested entity and its subsidiaries over which it exercises control and affiliation lack substantive operational activities.
IV. Summary of the limited partnership agreement draft if the invested entity is the limited partnership enterprise provided in Paragraph 2 of Article 5.
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V. Documents regarding decisions resolved or powers authorized by the board of directors.
VI. Post-investment management methods and evaluation and plans for the response measures. If the invested entity is an enterprise listed in Article 3 or Article 4 and requires environmental impact assessment report in accordance with the Environmental Impact Assessment Act, the Company shall explain Post-investment management methods of environmental impact assessment items.
VII. If the invested entity is listed in Subparagraph 2, Article 2, provide the fundraising plans and investment decision-making mechanisms, post-loan management, information disclosure, and mechanisms for preventing conflicts of interest.
VIII. If the invested entity is an enterprise listed in Article 3 or Article 4, provide an explanation of the list of directors and supervisors it has appointed, management mechanisms for ensuring proper exercise of rights, material decisions, and post-investment management mechanisms. If the total number of directors appointed by the insurer exceeds half of all directors, it must provide explanation documents for the criteria for the independence of directors specified in Paragraph 6, Article 6.
IX. Compliance opinion signed by the head of the Company's Compliance Department, attesting to conformity with applicable laws, regulations, and internal rules.
X. Where the invested entity is a subsidiary over which control and subordinate relationship is established through shareholding, and such subsidiary invests in the items specified in Articles 2 to 4, supporting documents evidencing that the Company's use of funds complies with applicable laws and regulations, as well as the supervision and management mechanisms, shall be provided.
XI. Letters of approval issued by the relevant authorities.
XII. Other information specified by the competent authority.
When the Company files an application for special investments, or investments in public and social welfare enterprises, if the competent authority does not express any objection, request supplementation, or require explanation within fifteen (15) working days from the day following the receipt of the application documents, the application shall be deemed approved.
If the competent authority requests supplementation of documents or explanations for the application referred to in the preceding paragraph, and the competent authority does not express any objection within fifteen (15) working days from the day following the receipt of the supplemented documents or written explanations, the application shall be deemed approved.
After the Company has obtained approval from the competent authority to conduct special investments or investments in public and social welfare enterprises, if the investee has any of the following material changes, the Company shall, within seven (7) working days after the occurrence of such event, submit the reasons and relevant supporting documents to the competent authority for recordation:
I. Any unexpected material change in the investee's business items, operating policies, or other matters, resulting in non-compliance with the Company's original investment plan and purpose.
II. The Company's investment amount increases by more than NT$100
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million and reaches 20 percent or more of the originally approved investment amount; provided that this shall not apply to capital increases conducted in accordance with Article 7, Paragraph 3, Subparagraph 1, and Article 10, Paragraph 1, Subparagraph 1.
III. The project schedule falls behind the originally planned timetable, or other events occur that cause a material adverse impact on the Company's financial evaluation.
For the reporting matters set forth in the preceding paragraph, if the competent authority does not express any objection, request supplementation, or require explanation within fifteen (15) working days from the day following the receipt of the documents, the filing shall be deemed completed for recordation. After investment approval in the enterprises listed in Article 3 and Article 4 has been obtained by the competent authority, Any change in the assigned directors and supervisors, or the independent director assigned to the invested entity must be reported with document papers submitted to the competent authorities within seven (7) working days for reference.
Article 10
In any of the following circumstances, the Company may proceed to engage in investment on special projects, public utilities, and social welfare enterprises upon approval subject to the level of authority. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity requires and hasn't completed an environmental impact assessment report in accordance with the Environmental Impact Assessment Act:
I. The insurer increases its monetary investment in an entity for such project as has been approved by the competent authority, without increasing its original share or contribution in the total investment in the project.
II. The invested entity is a venture investment enterprise qualified to receive guidance and/or assistance from the central competent authority according to the Regulations for the Guidelines for Venture Capital Businesses, the private equity funds listed in Subparagraph 2, Article 2 and Subparagraph 2, Paragraph 2, Article 5, or the entity listed in Subparagraph 4 of Paragraph 2 of Article 5, and the total amount that the Company invests in one and the same entity is less than NT$500 million and less than 5% of the owner's equity of the insurer.
III. The invested entity is an infrastructure project as set forth in Article 2, Subparagraph 1, or public investment as set forth in Article 3, and the total investment in the same investee is less than NT$ billion and does not exceed 5% of the Company's equity.
IV. The invested entity is not such an enterprise as specified in the preceding two subparagraphs and the total amount that the insurer invests in one and the same entity is less than NT$100 million and less than 2% of the Company's equity.
V. Other circumstances regulated by the competent authority.
When the Company is executing the investment referred to in the preceding paragraph, its ratio of available capital to risk-based capital in the most recent period shall comply with the Statutory Standard.
If the invested entity is the entity regulated by the Act for PPP and the following investment amount and conditions are met, the Company can invest in such entity. The foregoing is not applied to the Company proceeds with investment in accordance with Article 3 and Article 4, and the invested entity
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requires and hasn't completed an environmental impact assessment report in accordance with the Environmental Impact Assessment Act:
I. If the total amount of investment in one and the same project of the Company is less than NT$2 billion and 10% of the owner's equity of the Company, and following condition:
(I) the Company's ratio of available capital to risk-based capital in the most recent period complies with the Statutory Standard.
(II) the Company has submitted the documents referred to in Paragraph 1 of the preceding article to the Board of Directors, the resolution and approval has been received on the subject investment.
II. The total amount of investment in one and the same project of the insurer is less than NT$5 billion and 10% of the owner's equity of the Company, and the following conditions are fulfilled:
(I) The financial conditions, corporate governance, and internal control of the Company must fulfill the following conditions:
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Both of the company's most recent ratio of available capital to risk-based capital as well as the average ratio over the most recent two years exceeds 1.25 times of the Statutory Standard.
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The documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors and resolved and approved by a majority of the directors at the Board meeting attended by over two-thirds of all directors before the investment is made.
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Independent directors and Audit Committee have been delegated.
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There have been no major violations of the internal control procedure governing various applications of funds in the immediately preceding year, or the violations have been rectified and the rectification has been affirmed by the competent authority.
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There have been no major sanctions or disciplinary actions imposed by the competent authority in the most recent year for the company engaging in investment, however, this does not include violations that have been rectified and affirmed by the competent authority.
(II) The investment project complies with the financial standards set forth by the insurance association and filed with the competent authority for reference, has the guarantee or risk sharing mechanism provided by the authority in charge, and stipulates dispute settlement mechanism, and the documents referred to in Paragraph 1 of the preceding article have been submitted to the Board of Directors for resolution and approval prior to the investment.
The total investment amount referred to in Paragraph 3 made in accordance with the Act for PPP refers to the total amount of royalty, construction cost, and rent paid by the Company under the investment contract.
Where the Company proceeds with investment in accordance with regulations in Paragraph 1 and Paragraph 3, shall provide the documents submitted to the competent authority for subsequent review.
Article 11 The Company insurer handles special use of loans as follows:
I. Loans guaranteed by credit guarantee institutions authorized by the banks or competent authorities;
II. Loans guaranteed with the collateral of properties or real properties;
III. Loans guaranteed with collateral of marketable securities in compliance with Article 146.1 of the Insurance Act.
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The Company must collect 100% collateral for the loans granted to the person in charge, employees or major shareholders referred to in the preceding paragraph, or the stakeholders of the person in charge or the responsible loan officer; also, the loan terms and conditions shall not be superior to other similar debtors. If the loan amount exceeds the threshold stipulated by the competent authorities, it must be with the consent of three-fourths of the directors at a meeting attended by more than two-thirds of the entire board of directors. The scope, quota, total loan amount, and other binding matters for the stakeholders shall apply the “Regulations for Extending Loans by Insurance Enterprises to Stakeholders” and the Company's “Procedures for Transactions with Stakeholders.”
If the Company's most recent ratio of available capital to risk-based capital exceeds the Statutory Standard, it may apply for regulatory approval to conduct policy-aligned special project loans without being subject to the restrictions set forth in Paragraph 1.
Article 12 Any matters not covered herein shall be governed by related laws and regulations and the Company's other related operating procedures.
Article 13 The Procedures shall be enforced upon approval of the Board of Directors, and reported to the competent authority and a general meeting. The same shall apply where the Procedures are amended.
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Appendix V
Taiwan Fire & Marine Insurance Co., Ltd.
Shareholding of the 27th Term Board of Directors
The number of shares held by Directors recorded in the roster of shareholders at the date of share transfer suspension for the General Meeting (March 31, 2025) is stated as below:
| Title | Name | Date elected | Term of office | Shares |
|---|---|---|---|---|
| Chairman | Steve Lee | 2023.06.16 | 3 years | 5,256,957 |
| Director | Yi-Bao Lin | |||
| (Representative of Bank of Taiwan Co., Ltd.) | 2023.06.16 | 3 Years | 45,225,794 | |
| Director | Mei-Ling Wu | |||
| (Representative of Bank of Taiwan Co., Ltd.) | 2023.06.16 | 3 Years | 45,225,794 | |
| Director | Wei-Hsin Wang | |||
| (Representative of Bank of Taiwan Co., Ltd.) | 2023.06.16 | 3 Years | 45,225,794 | |
| Director | Charles Sung | |||
| (Representative of Yong-Shin Development Co., Ltd.) | 2023.06.16 | 3 Years | 16,910,974 | |
| Director | Chung-Chou Chang | |||
| (Representative of Yong-Shin Development Co., Ltd.) | 2023.06.16 | 3 Years | 16,910,974 | |
| Director | Bin-Fu Chen | |||
| (Representative of Yong-Shin Development Co., Ltd.) | 2023.06.16 | 3 Years | 16,910,974 | |
| Director | Chain-Cheng Lee | |||
| (Representative of Shan-yue Industrial Co., Ltd.) | 2023.06.16 | 3 Years | 168,000 | |
| Independent Director | Christopher Chang | 2023.06.16 | 3 Years | 0 |
| Independent Director | Cheng-Ching Huang | 2023.06.16 | 3 Years | 0 |
| Independent Director | Nien-Tsu Chiang | 2023.06.16 | 3 Years | 0 |
| A total of 67,516,725 shares held by Directors | Representing 26.63% of the total shares | |||
| Minimum required shares to be held by Directors: 12,000,000 shares. |