Stock Code: 2887

==> picture [406 x 58] intentionally omitted <==

2021 Shareholders' Annual General Meeting

Meeting Manual (Translation)

Time: 9:00 am, June 11, 2021

Venue: 2F, No. 118, Sec. 4, Ren-ai Rd., Taipei City, Taiwan (Taishin Financial Holding Tower)

Meeting Proceedings --------------------------------------------------------------------------------1
Report Items:
I. The Company's 2020 Business Report --------------------------------------------------------2
II. The Audit Committee's Report on the 2020 Financial Statements, and its
communications with the Internal Auditing Officers.----------------------------------------2
III. The distribution of remuneration to directors and employees for 2020.-------------------2
IV. The issuance of corporate bonds in 2020.-----------------------------------------------------2
Acknowledgments:
I. Acknowledgment of the Company's 2020 Business Report and financial statements----3
II. Acknowledgment of the Company's distribution of 2020 earnings-------------------------4
Discussions:
I. Issuance of new common shares from earnings.-----------------------------------------------5
II. Amendments to the "Articles of Incorporation".-----------------------------------------------6
III. Amendments to the "Rules of Procedure for Shareholder Meetings"----------------------18
Election Items:
Election of the 8thBoard of Directors of the Company.-------------------------------------------24
Other Items:
Release of restrictions on competitive activities of the Company’s 8th Board of Directors-25
Special Motions ---------------------------------------------------------------------------------26

Attachments

(1) The 2020 Business Report -------------------------------------------------------------------27 (2) The 2020 Audit Committee Report-----------------------------------------------------------36 (3) The 2020 Independent Auditors’ Report and Financial Statements----------------------37 (4) The Audit Committee's communications with the Internal Auditing Officers----------53 (5) Terms Sheet for 2020 First Domestic Unsecured Corporate Bonds -----------------------54 (6) The 2020 Earnings Distribution Statement -------------------------------------------------56 (7) Articles of Incorporation ----------------------------------------------------------------------57 (8) Rules of Procedure for Shareholder Meetings----------------------------------------------72 (9) List of candidates for election to the 8[th] Board of Directors ----------------------------80 (10) List of candidates for the 8[th ] Board of Directors (including independent directors) to be released from non-competition restrictions -------------------------------------------83 (11) Director Election Policy---------------------------------------------------------------------84 (12) Shareholdings of the Board of Directors -------------------------------------------------87

Taishin Financial Holding Co., Ltd.

2021 Shareholders' Annual General Meeting

Meeting Proceedings

Time: 9:00 am, June 11, 2021

Venue: 2F, No. 118, Sec. 4, Ren-ai Rd., Taipei City, Taiwan

(Taishin Financial Holding Tower)

I. Commencement of meeting
II. Chairman's speech
III. Report items
IV. Acknowledgments
V.
VI. Election Items
VII. Other Items
VIII. Special motions
IX. Meeting ends
1 -

[ Report items]

I. The Company's 2020 Business Report. Proposed by the Board of Directors Please refer to the Business Report, presented as Attachment 1 (pages 26~34 of this manual).
II. The Audit Committee's Report on the 2020 Financial Statements, and its communications with Internal Auditing Officers. Proposed by the Audit Committee

Please refer to attachments 2 & 4 (pages 35 & 52 of this manual).

III. The distribution of remuneration to directors and employees for 2020.

Proposed by the Board of Directors
This proposal is made in accordance with Article 40 of the Articles of Incorporation and was approved at the 40th Meeting of the 7th Board of Directors on February 25, 2021.
The Company’s 2020 calculated provision base under regulation amounted to NT$14,456,952,280. The following are the distribution of remuneration to directors and employees for 2020:
- (1) Directors' remuneration: 0.75% provision as Directors' remuneration. The amount is NT$108,427,142, and it is to be distributed in accordance with the “Directors’ Remuneration Policy.
- (2) Employees' remuneration:
  - 0.01% provision as Employees' remuneration in accordance with the “Articles of Incorporation”. The amount is NT$1,445,695, and it is to be distributed in cash.
IV. The issuance of corporate bonds in 2020. Proposed by the Board of Directors
The Company's issuance of "2020 first domestic unsecured corporate bonds" (“the Bonds”), up to NT$10 billion, was resolved by the 24th meeting of the 7th Board of Directors on January 16, 2020. The Bonds’ issuance was approved by the Taipei Exchange (TPEx) according to the Letter Zheng-Gui-Zhai No. 10900040331 dated May 13, 2020. The Bonds began to be traded over-the-counter (OTC) on TPEx on May 20, 2020 according to the Letter Zheng-Gui-Zhai No. 10900050801 dated May 19, 2020.
The purpose of the Bonds’ issuance is to replenish operating capital, refinance matured debts, lock in cost of capital, and strengthen financial structure. The terms and conditions of issuance are described in the table below. Please refer to attachment 5 (pages 53~54 of this manual) for details.

Terms	Issue amount	Tenor	Coupon rate	Issue date	Maturitydate
2020-1 A	NT$2.7 billion	5 years	Fixed interest rate 0.75%p.a.	2020.5.20	2025.5.20
2020-1 B	NT$4.9 billion	7 years	Fixed interest rate 0.80%p.a.	2020.5.20	2027.5.20
2020-1 C	NT$2.4 billion	15 years	Fixed interest rate 0.95%p.a.	2020.5.20	2035.5.20

[ Acknowledgments]

Agenda item #1 Proposed by the Board of Directors

Summary: Acknowledgment of the Company's 2020 Business Report and financial

statements.

Description:

The Company's 2020 Business Report and financial statements have been prepared by the Board of Directors and have been reviewed by the Audit Committee. The company-level and consolidated financial statements have also been audited by CPAs Yang, Ching-Cheng and Fang, Han-Ni of Deloitte Taiwan.
Please refer to Attachments 1 to 3 (pages 26~51 of this manual) for the Company's 2020 Business Report, the Audit Committee’s Examination Report, and financial statements.

Resolution:

Agenda item #2 Proposed by the Board of Directors

Summary: Acknowledgment of the Company's distribution of 2020 earnings.

Description:

Distribution of earnings in accordance with Article 40-1 of the Company's Articles of Incorporation.
Taishin Holdings' 2020 audited after-tax profit amounted to NT$14,493,421,670. After considering the initial undistributed earnings, deducting undistributed earning adjustments, allocating NT$1,419,375,210 for the 10% legal reserve as stipulated by Article 237 of the Company Act and Article 40-1 of our Articles of Incorporation, and reversing NT$144,352 of the special reserve in accordance with Paragraph 1, Article 41 of the Securities and Exchange Act and Enforcement Letter “Financial-Supervisory-Securities-Corporate1090150022,” the distributable earnings for this year were NT$17,412,042,452. The following surplus allocation and dividend distribution have been proposed according to the Articles of Incorporation:
(1) First, NT$1,757,500,000 of cash dividends will be allocated to Class E preferred shareholders.
(2) Next, NT$11,017,021,242 of dividends will be allocated to common shareholders (approximately NT$1.00 per share). This amount consists of NT$6,059,361,242 of cash dividends (approximately NT$0.55 per share) and NT$4,957,660,000 of stock dividends (approximately NT$0.45 per share). The NT$4,957,660,000 of stock dividends shall be paid with a new offering of 495,766,000 common shares with a par value of NT$10 per share. The rights and obligations of the new shares to be issued will be the same as the existing common shares. The aforementioned issuance of new common shares as stock dividends shall be discussed in a separate agenda item.
The amount of dividends distributed to each common share is based on 10,913,617,170 shares outstanding as at April 13, 2021. The amount per share actually distributed will vary due to any treasury stock transactions and exercise of employee stock options that occur before the ex-dividend/ex-right date; however, the total amount distributed will remain unchanged.
The Board of Directors has authorized the Chairman to set the ex-dividend date and the payment date of cash dividends for Class E preferred shares. Otherwise, the ex-dividend/exright date and the payment date of the dividends for common shares will be determined by the Board of Directors.
The 2020 earnings distribution report has been presented as Attachment 6 (page 55 of this manual). Contents and figures are subject to the competent authority's approval.

Resolution:

[ Discussions]

Agenda item #1 Proposed by the Board of Directors

Summary: Issuance of new common shares from earnings. Description:

To enhance financial structure, the Company has proposed the allocation of NT$4,957,660,000 of common shareholders’ dividends from 2020’s distributable earnings to issue 495,766,000 common shares at NT$10 par value. The rights and obligations of the new shares to be issued will be the same as the existing common shares. The new shares issued will be allocated among common shareholders according to their shareholding ratio as at the ex-right date. Shareholders can compose a complete share from stock dividends comprising less than one share, and these combined shares shall be allocated to one of the shareholders. Stock dividends comprising less than one share after composition, along with any dividends forfeited by shareholders, will be distributed in cash (rounded to the nearest full Taiwan Dollar), and the Chairman of the Company shall be authorized to look for specified persons to buy the fraction of shares according to the par value.
The amount of dividends distributed to each common share is based on 10,913,617,170 shares outstanding as at April 13, 2021. Every one thousand common shares owned will entitle the owner to 45.42 new shares. The amount per share actually distributed will vary due to any treasury stock transactions and exercise of employee stock options that occur before the ex-right date; however, the total distributed dividends amounts will remain unchanged.
Provided that new issuance of common shares from earnings has been passed during the Annual General Meeting, the Board of Directors will determine the ex-right date of stock dividends with the approval of the competent authority.

Resolution:

Agenda item #2 Proposed by the Board of Directors

Summary: Amendments to the “Articles of Incorporation”

Description:

To reflect the full modification of terms of the Company’s Class F, redemption of the Company’s Class D preferred shares and the amendments to the Company Act, and to facilitate business management, the Board has proposed changes to Articles 6, 8-4, 8-5, 401, 41, and 42 and the deletion of Articles 8-2, 8-3, and 36 of the Company’s Articles of Incorporation.
Below is a comparison between the original and amended terms. Please refer to Attachment
7 (pages 56~70 of this manual) for the full text of the unamended “Articles of Incorporation”

Article	Amended Articles	Amended Articles	Original Articles	Original Articles	Original Articles	Notes
Article 6	The Company's shares, including		The Company's shares shall be			Amendments have
	ordinary shares and preferred shares		registered, including ordinary shares			been made to
	issued in installment under different		and preferred shares issued in			conform to the
	terms and conditions, shall be		installment		under different terms and	amended Article 162
	registered.	The shares’certificates	conditions.		The shares shall be	and the deleted
	shall be affixed with the signatures		numbered and signed/sealed by at			Article 162-1 of the
	or personal seals of the director		least three directors of the Company,			Company Act
	representing the Company, and they		and shall be administered in
	shall be dully certified or		accordance with the requirements of
	authenticated by the bank, which is		the competent authority in charge of
	authorized to certify shares under the		the securities and exchange.
	laws before issuance.		The issued shares of the Company
	The Company is exempt from		may not be represented by the
	printing certificates for shares		physical share certificates or may
	issued, but the centralized securities		alternatively be represented by a
	depository institution should be		consolidated certificate for the
	contacted for registration.		shares issued through several
			tranches, provided that the new
			shares or the consolidated
			certificates shall be registered with,
			or in the custody of, the centralized
			securities depository institution.
Article 8-2	(Deleted).		The Company has issued			Article 8-2 is deleted
			217,541,046 Class D registered			as the Company
			preferred shares to registered			redeemed all of the
			owners. The rights and terms of			Company’s Class D
			issues are as follows:			preferred shares on
			1.	Any earnings concluded in a		March 25, 2019 and
				financial year shall first make up		distributed cash
				for losses of previous years, right		dividends of Class D
				after statutory taxation and		preferred shares on
				accounting adjustments. Any		July 23, 2020.
				surpluses are subject to provision
				of legal reserve according to
				Article 40 of the Articles of
				Incorporation and other special

reserves in accordance with laws and regulations. The remainder is subject to the distribution of Class C preferred share dividend for the current year and any unpaid dividend accumulated from previous years. Any remaining earnings shall be paid to Class D preferred shares as the current year’s dividend. 2. Class D preferred share dividends are payable at 6.5% per annum on the issue price. Dividends are paid annually in cash in one lump sum. Once the Company’s reports and statements have been acknowledged in the annual general meeting, the board of directors shall be authorized to set the ex-dividend date for the distribution of the Class D preferred share dividend. Dividends that are payable for the year of initial public offerings shall be prorated according to the actual number of days the shares are in circulation since the date of issue, relative to the total number of days of that year. The date of issue is defined as the date the Company receives additional capital. 3. In years when the Company concludes insufficient or no surplus to fully pay off dividends for Class D preferred shareholders, the unpaid dividend will not be carried forward. 4. In addition to receiving dividends payable at the fixed rate stated in Paragraph 2 herein and Clause 2 of this paragraph, with approval of the Board of the Directors, Class D preferred shareholders are also entitled to receive dividend distribution of ordinary shares at the ratio of two preferred shares for one ordinary share, on any surplus remaining after Class C preferred shareholders are paid a dividend at the specified rate and after ordinary shareholders are paid an equivalent amount of Class D preferred share dividend. However, the Class D preferred

==> picture [167 x 697] intentionally omitted <==

shareholders are not entitled to receive shares that are issued against capitalized reserves. 5. In the event of liquidation, Class D preferred shareholders shall be given priority to claim on the Company’s remaining assets over ordinary shareholders but subordinate to Class C preferred shareholders and no more than offering value of Class D preferred shares. 6. Any premium received on the issue of Class D preferred shares shall be treated as capital surplus and should not be capitalized into - paid in capital during the circulation period of Class D preferred shares. 7. Class D preferred shareholders are not entitled to any voting rights or election in shareholders' meeting. However, they have the right to be elected as directors and may vote in Class D preferred shareholders’ meetings and in general shareholders’ meetings with regards to agenda items concerning rights of Class D preferred shareholders. 8. When the Company issues new shares for capital raising, Class D preferred shareholders shall be entitled equivalent preemptive rights on the new shares to Class C preferred shareholders and ordinary shareholders. 9. Three years after the issue date, one Class D preferred shares may be converted into one ordinary share. Ten years after the issue date, the Company may repurchase a portion or all of outstanding Class D preferred shares at any time at the issue price. In the event that the Company decides to repurchase Class D preferred shares, dividend payable for the current year shall be prorated according to the number of days the shares are in circulation, relative to the total number of days in that year, and paid on the repurchase day. In the event that both ordinary and

==> picture [167 x 697] intentionally omitted <==

		preferred shareholders’equity are	preferred shareholders’equity are
		decreased proportionally due to a
		reduction of share capital against
		cumulative losses, Class D preferred
		shareholders’equity shall be
		adjusted/made up for the amount
		decreased so that Class D preferred
		shareholder’interest is maintained at
		the same level as when the shares
		were initially issued.
Article 8-3	(Deleted).	When the number of the Company's		Article 8-3 is deleted
		outstanding Class D preferred shares		as the Company
		have exceeded 200 million		redeemed all of the
		(inclusive), the following activities		Company’s Class D
		which would influence the rights and		preferred shares on
		interests of Class D preferred		March 25, 2019 and
		shareholders and should be approved		distributed cash
		by Class D preferred shareholders’		dividends of Class D
		meeting in advance.		preferred shares on
		1.	Issuing new shares for cash at a	July 23, 2020.
			price which is lower than the fair
			market value prescribed by law or
			at any other consideration, or
			issuing equity-related securities
			for the purpose of merger or
			similar transactions. The issuance
			of new shares for the
			capitalization of employee bonus
			is not included.
		2.	Issuing securities which are
			convertible to equities or warrants
			for subscription at a price lower
			than the fair market value; or
			converting/subscribing such
			securities at a price lower than the
			fair market value.
		3.	Distributing dividends or issuing
			bonus shares which dilutes the
			Class D preferred shareholders’
			interests. The issuance of new
			shares for the capitalization of
			employee bonus according to the
			Articles of Incorporation is not
			included.
		4.	Other activities involving the
			distribution or allocation of
			securities which may have a
			similar effect as the activities
			prescribed in the above
			subparagraphs.
Article 8-4	The Company issues 3,500,000,000	The Company issues 3,500,000,000		Terms related to
	Class E registered preferred shares	Class E registered preferred shares		Class D preferred
	("Class E preferred shares"), which	("Class E preferred shares"), which		shares have been
	may be issued in installment. The	may be issued in installment. The		deleted.
	rights,obligations,and other	rights,obligations and other

important terms of issue associated	important terms of issue associated	important terms of issues associated	important terms of issues associated
with Class E preferred shares are as		with Class E preferred shares are as
follows:		follows:
1.	The dividend rate for Class E	1.	The dividend rate for Class E
	preferred shares should not exceed		preferred shares should not exceed
	8.00% p.a. of the issue price. In		8.00% p.a. of the issue price. In
	years when there is insufficient or		years when the Company
	no surplus to fully pay off		concludes insufficient or no
	dividends for Class E preferred		surplus to fully pay off dividends
	shareholders, the unpaid dividend		for Class E preferred
	will not be carried forward to		shareholders, the unpaid dividend
	years with earnings.		will not be carried forward to
			years with earnings.
2.	The Company has sole discretion	2.	The Company has sole discretion
	over the distribution of Class E		on the distribution of Class E
	preferred share dividends.		preferred share dividends.
	Earnings distribution proposals		Earnings distribution proposals
	will be devised by the board of		will be devised by the board of
	directors in accordance with		directors in accordance with
	Article 40-1 of the Articles of		Article 40-1 of the Articles of
	Incorporation and then submitted		Incorporation and then submitted
	to the annual general meeting of		to the annual general meeting of
	shareholders for acknowledgment.		shareholders for acknowledgment.
	Any earnings available for		Earnings available for distribution
	distribution to preferred shares		to preferred shares and ordinary
	and ordinary shares under an		shares under an acknowledged
	acknowledged earnings		earnings distribution proposal will
	distribution proposal will be		be distributed firstly to Class D
	distributed first to Class E		preferred shares and then to Class
	preferred shares.Any remaining		E preferred shares, if any. Any
	balance shall be distributed		remaining balance shall be
	according to the Articles of		distributed according to the
	Incorporation.		Articles of Incorporation.
3.	Dividends on Class E preferred	3.	Dividends on Class E preferred
	shares will be paid in cash. Once		shares will be paid in cash. Once
	the Company's financial		the Company's financial
	statements have been		statements have been
	acknowledged and earnings		acknowledged and earnings
	distributions approved during the		distribution approved during the
	annual general meeting of		annual general meeting of
	shareholders, the board of		shareholders, the board of
	directors shall be authorized to set		directors shall be authorized to set
	the ex-dividend date for the		the ex-dividend date for the
	distribution of the Class E		distribution of the Class E
	preferred share dividend.		preferred share dividend.
	Dividends that are payable for the		Dividends that are payable for the
	year of issuance shall be prorated		year of issuance shall be prorated
	according to the actual number of		according to the actual number of
	days the shares have been in		days the shares are in
	circulation since the date of issue,		circulation since the date of issue,
	relative to the total number of		relative to the total number of
	days of that year. In the year of		days of that year. In the year of
	redemption, the distribution of the		redemption, the distribution of the
	payable dividends shall be		payable dividends shall be
	calculated based on the actual		calculated based on the actual

10 -

	number of days the preferred	number of days the preferred		number of days the preferred	number of days the preferred
	shares remained outstanding in			shares remained outstanding in
	that year.			that year.
4.	Except for the dividends		4.	Except for the dividends
	prescribed in the three preceding			prescribed in the three preceding
	subparagraphs herein, Class E			subparagraphs herein, Class E
	preferred shareholders are not			preferred shareholders are not
	entitled to participate in the			entitled to participate in the
	distribution of cash or stock			distribution of cash or stock
	dividends with regard to the			dividends with regard of the
	ordinary shares and other			ordinary shares and other
	preferred shares derived from			preferred shares derived from
	earnings or capital reserves.			earnings or capital reserves.
5.	In the event of liquidation,	Class	5.	In the event of liquidation,	Class
	E preferred shareholders shall be			E preferred shareholders shall be
	given priority over ordinary			given priority to claim on the
	shareholders when claiming the			Company's remaining assets over
	Company's remaining assets.			ordinary shareholders, but
	The amount claimed shall not			subordinate to Class D preferred
	exceed the issuance amount of			shareholders, and no more than
	outstanding Class E preferred			issuance amount of outstanding
	shares.			Class E preferred shares.
6.	Any premium received on the		6.	Any premium received on the
	issuance of Class E preferred			issue of Class E preferred
	shares shall be treated as capital			shares shall be treated as capital
	surplus and should not be			surplus and should not be
	capitalized into paid-in capital			capitalized into paid-in capital
	during the circulation period of			during the circulation period of
	Class E preferred shares.			Class E preferred shares.
7.	Class E preferred shareholders are		7.	Class E preferred shareholders are
	not entitled to any voting rights or			not entitled to any voting rights or
	election rights in shareholders’			election rights in shareholders’
	meetings. However, they may			meeting. However, they may
	vote in Class E preferred			vote in Class E preferred
	shareholders’ meetings and in			shareholder meetings and in
	general shareholders’ meetings			general shareholder meetings
	with regard to agenda items			with regard to agenda items
	concerning the rights and			concerning rights and
	obligations of Class E preferred			obligations of Class E preferred
	shareholders.			shareholders.
8.	When the Company issues new		8.	When the Company issues new
	shares for capital raising, Class E			shares for capital raising, Class E
	preferred shareholders shall be			preferred shareholders shall be
	entitled to preemptive rights on			entitled equivalent preemptive
	the new shares equivalent to those			rights on the new shares to
	of ordinary shareholders.			ordinary shareholders and Class D
				preferred shareholders.
9.	Seven years after the issue date,		9.	Seven years after the issue date,
	the Company may at any time,			the Company may, subject to the
	subject to the competent			competent authority's approval,
	authority's approval, recall a			recall a portion or all of
	portion or all of the outstanding			outstanding Class E preferred
	Class E preferred shares at the			shares at any time at the issue
	issue price. The rights and			price. The rights and obligations
	obligations associated with any			associated with anyremaining

11 -

	remaining outstanding Class E	remaining outstanding Class E	outstanding Class E preferred	outstanding Class E preferred
	preferred shares shall continue as		shares shall continue as specified
	specified herein.		herein.
	10. Matters regarding the issuance of		10. Matters regarding issuance of
	Class E preferred shares not		Class E preferred shares not
	specified herein shall be		specified herein shall be
	governed by the applicable laws		governed by the applicable laws
	and regulations, the Articles of		and regulations, the Articles of
	Incorporation, and the competent		Incorporation and the competent
	authority's rules. If the		authority's rules. If the
	competent authority deems it		competent authority deems it
	necessary to modify the terms of		necessary to modify the terms of
	issuance for Class E preferred		issuance for Class E preferred
	shares, the board of directors is		shares, the board of directors is
	authorized to proceed		authorized to proceed
	accordingly.		accordingly.
	When Class E preferred shares are		When Class E preferred shares are
	issued in installment within the limit		issued in installment within the limit
	described under the first paragraph,		described under the first paragraph,
	the board of directors is authorized to		the board of directors is authorized
	decide the actual number of shares,		to decide the actual number of
	issue price, and dividend rate for each		shares, issue price, and dividend rate
	issuance according to the Company's		for each issuance according to the
	capital plans, market conditions at the		Company's capital plans and market
	time of issuance, and the terms of		conditions at the time of issuance
	issuance detailed under the preceding		and the terms of issuance under the
	subparagraphs. Details of issuance by		preceding subparagraphs. Details of
	private placement or issuances		issuance by private placement or
	involving an increased percentage of		involving an increased percentage of
	public offering shall be submitted to		public offering shall be submitted to
	the shareholders’ meeting for		the shareholders’ meeting for
	approval.		approval.
Article 8-5	The Company issues 800,000,000		The Company issues 4,000,000,000		Terms related to
	Class F registered exchangeable		Class F registered convertible		Class F preferred
	preferred shares ("Class F preferred		preferred shares ("Class F preferred		shares have been
	shares"),which may be issued in		shares"),which may be issued in		modified, and terms
	installment. The rights, obligations,		installment. The rights, obligations		related to Class D
	and other important terms of		and other important terms of		preferred shares have
	issuance associated with Class F		issuance associated with Class F		been deleted.
	preferred shares are as follows:		preferred shares are as follows:
	1.	The dividend rate for Class F	1.	The dividend rate for Class F
		preferred shares should not		preferred shares should not exceed
		exceed 4.5% p.a. of the issue		7.00% p.a. of the issue price. In
		price. Unless otherwise specified		years when the Company
		by the Articles of Incorporation,		concludes insufficient or no
		in years that conclude with		surplus to fully pay off dividends
		insufficient or no surplus to fully		for Class F preferred shareholders,
		pay off dividends for Class F		the unpaid dividend will not be
		preferred shareholders, the		carried forward to years with
		unpaid dividend will not be		earnings.
		carried forward to years with
		earnings.
	2.	The Company has sole discretion	2.	The Company has sole discretion
		on the distribution of Class F		on the distribution of Class F
		preferred share dividends.		preferred share dividends.

12 -

	Earnings distribution or loss	Earnings distribution or loss		Earnings distribution proposals	Earnings distribution proposals
	make-up proposals will be			will be devised by the board of
	devised by the Board of			directors in accordance with
	Directors in accordance with			Article 40-1 of the Articles of
	Article 40-1 of the Articles of			Incorporation and then submitted
	Incorporation and then submitted			to the annual general meeting of
	to the Annual General Meeting			shareholders for acknowledgment.
	of Shareholders for			Earnings available for distribution
	acknowledgment. Earnings			to preferred shares and ordinary
	available for distribution shall be			shares under an acknowledged
	distributed firstly to Class E			earnings distribution proposal will
	preferred shares and then, if any			be distributed firstly to Class D
	earnings remain, to Class F			and Class E preferred shares and
	preferred shares. Any remaining			then to Class F preferred shares, if
	balance shall be distributed			any. Any remaining balance shall
	ordinary shares.			be distributed according to the
				Articles of Incorporation.
3.	Dividends on Class F preferred		3.	Dividends on Class F preferred
	shares will be paid in cash.	Once		shares will be paid in cash.	Once
	the Company's financial			the Company's financial
	statements have been			statements have been
	acknowledged and the earnings			acknowledged and earnings
	distribution or loss make-up			distribution approved during the
	proposals approved have been			annual general meeting of
	approved during the Annual			shareholders, the board of
	General Meeting of			directors shall be authorized to set
	Shareholders, the Board of			the ex-dividend date for the
	Directors shall be authorized to			distribution of the Class F
	set the ex-dividend date for the			preferred share dividend.
	distribution of the Class F			Dividends that are payable for the
	preferred share dividend.			year of issuance shall be prorated
	Dividends that are payable for			according to the actual number of
	the year of issuance shall be			days the shares are in circulation
	prorated according to the actual			since the date of issue, relative to
	number of days the shares have			the total number of days of that
	been in circulation since the date			year. In the year of redemption,
	of issue, relative to the total			the distribution of the payable
	number of days of that year. In			dividends shall be calculated
	the year of redemption, the			based on the actual number of
	distribution of the payable			days the preferred shares
	dividends shall be calculated			remained outstanding in that year.
	based on the actual number of
	days the preferred shares
	remained outstanding in that
	year.
4.	Except for dividends prescribed		4.	Except for dividends prescribed in
	in the three preceding			the three preceding subparagraphs
	subparagraphs herein, Class F			herein, Class F preferred
	preferred shareholders are not			shareholders are not entitled to
	entitled to participate in the			participate in the distribution of
	distribution of cash or stock			cash or stock dividends with
	dividends with regard to ordinary			regard of the ordinary shares and
	shares and other preferred shares			other preferred shares derived
	derived from earnings or capital			from earnings or capital reserves.
	reserves.

13 -

5.	In the event of liquidation, Class	5.	In the event of liquidation, Class F	In the event of liquidation, Class F	In the event of liquidation, Class F
	F preferred shareholders shall be		preferred shareholders shall be
	limited to claiming on the		given priority to claim on the
	ordinary shares of Chang Hwa		Company’s remaining assets over
	Commercial Bank Ltd owned by		ordinary shareholders, but
	the Company (CHB shares).		subordinate to Class D and Class
	Class F preferred shareholders		E preferred shareholders and no
	shall be given distribution		more than the issuance amount of
	sequence priority over ordinary		outstanding Class F preferred
	shareholders. The exchange ratio		shares.
	of Class F preferred shares and
	CHB shares shall be set at 1:1.
6.	Any premium received on the	6.	Any premium received on the
	issue of Class F preferred shares		issue of Class F preferred shares
	shall be treated as capital surplus		shall be treated as capital surplus
	and should not be capitalized		and should not be capitalized into
	into paid-in capital during the		paid-in capital during the
	circulation period of Class F		circulation period of Class F
	preferred shares.		preferred shares.
7.	Class F preferred shareholders	7.	Class F preferred shareholders are
	are not entitled to any voting		not entitled to any voting rights or
	rights or election rights in		election rights in shareholders’
	Shareholders’ Meetings.		meeting.		However, they may vote
	However, they may vote in Class		in Class F preferred shareholder
	F preferred shareholder meetings		meetings and in general
	on amendments to the Articles of		shareholders’meeting with regard
	Incorporation which damage the		to agenda items concerning rights
	rights of Class F preferred		and obligations of Class F
	shareholders. The provisions		preferred shareholders.
	governing Shareholders'
	Meetings shall apply.
8.	When the Company issues new	8.	When the Company issues new
	shares for capital raising, Class F		shares for capital raising, Class F
	preferred shareholders shall be		preferred shareholders shall be
	entitled to preemptive rights on		entitled equivalent preemptive
	the new shares equivalents to		rights on the new shares to
	those of ordinary shareholders		ordinary shareholders and Class D
	and Class E preferred		and Class E preferred shareholders.
	shareholders.
9.	The Company may notify Class	9.	The conversion lockout period for
	F preferred shareholders of their		Class F preferred shares may not
	right to exchange Class F		be shorter than three years after
	preferred shares for CHB shares		the issue date. One Class F
	at the exchange ratio of 1:1 from		preferred share will be able to be
	the beginning of the 8th year of		converted into one ordinary share
	issuance up to the end of the 10th		after the lockout period.
	year of issuance
10. Ten years after the issue date, the		10.		Ten years after the issue date, the
	Company may at any time,			Company may, subject to the
	subject to the competent			competent authority's approval,
	authority's approval, recall all			recall a portion or all of
	outstanding Class F preferred			outstanding Class F preferred
	shares and exchange them for			shares at any time at the issue
	CHB shares at the ratio of 1:1. If			price. The rights and obligations
	the 90-business-day weighted			associated with any remaining

14 -

	average price of CHB shares		outstanding Class F preferred
	prior to the record date is lower		shares shall continue as specified
	than the issue price, the		herein.
	Company shall make up the gap
	with cash. The specifics of the
	cash reimbursement shall be
	determined by the Board.
11. On the issue date, the Company
	shall set aside and deliver to the
	appointed custodian for
	safekeeping a number of CHB
	shares equal to that of the total
	number of Class F preferred
	shares. In the event that Class F
	preferred shares are redeemed,
	the Company shall deliver the
	CHB shares from the custodian
	to the Class F preferred
	shareholders.
12. In the event that Class F
	preferred shareholders’equity
	decreases proportionally due to a
	reduction of share capital against
	cumulative losses, Class F
	preferred shareholders’equity
	shall be adjusted/made up for the
	amount decreased so that Class F
	preferred shareholders’interest is
	maintained at the same level as
	when the shares were initially
	issued.
13. Matters regarding the issuance of		11.	Matters regarding issuance of
Class F preferred shares not			Class F preferred shares not
specified herein shall be			specified herein shall be
governed by the applicable laws			governed by the applicable laws
and regulations, the Articles of			and regulations, the Articles of
Incorporation, and the competent			Incorporation and the competent
authority's rules. If the competent			authority's rules. If the
authority deems it necessary to			competent authority deems it
modify the terms of issuance for			necessary to modify the terms of
Class F preferred shares, the			issuance for Class F preferred
Board of Directors is authorized			shares, the board of directors is
to proceed accordingly.			authorized to proceed
			accordingly.
When Class F preferred shares are		When Class F preferred shares are
issued in installment within the limit		issued in installment within the limit
described under the first paragraph,		described under the first paragraph,
the Board of Directors is authorized		the board of directors is authorized to
to decide the actual number of		decide the actual number of shares,
shares, issue price, issue date,		issue price, dividend rate, and
dividend rate, etc. for each issuance		conversion lockout period for each
according to the Company's capital		issuance according to the Company's
plans and market conditions at the		capital plans and market conditions at
time of issuance and according to the		the time of issuance and the terms of
terms of issuance described under		issuance under the preceding

15 -

	the preceding subparagraphs.	subparagraphs. Details of issuance by
		private placement or involving an
		increased percentage of public
		offering shall be submitted to the
		shareholders’meeting for approval.
Article 36	(Deleted).	Except for the authority granted to	This article has been
		the shareholders'meeting and Board	deleted to conform to
		of Directors by laws and regulations	the amended Article
		and the Articles of Incorporation of	42.
		the Company, the Board of Directors
		is authorized to establish rules
		regarding authority and
		responsibility for the Board of
		Directors, the Chairman, president,
		managers and various departments.
Article 40- 1	Any earnings concluded in a	Any earnings concluded in a	Terms related to
	financial year shall, right after	financial year shall first make up for	Class D preferred
	statutory taxation and accounting	loss of previous years, right after	shares have been
	adjustments, make up for any	statutory taxation and accounting	deleted.
	previous losses. Any surplus is	adjustments. Any surplus is subject
	subject to the provision of a 10%	to provision of a 10% legal reserve
	legal reserve and a special reserve	and special reserve according to law.
	according to law. The remaining	The remainder shall be available for
	balance, if any, will be combined	distribution of Class D preferred
	with the reversal of special reserves	share dividend according to the
	and initial cumulative undistributed	priority specified by Article 8-2 in
	earnings available for dividend	the Article of Incorporation. The
	distribution into the amount	remaining balance, if any, will be
	available for distribution as ordinary	combined with reversal of special
	shares and every class of preferred	reserves and initial cumulative
	shares. Cash dividends shall be no	undistributed earnings available for
	less than 10% of the total amount of	dividend distribution into the
	dividend distribution in the same	amount available for distribution on
	year. Earnings distribution proposals	ordinary shares and every Class
	will be devised by the board of	preferred shares. Cash dividends
	directors and submitted to the annual	shall be no less than 10% of the total
	general meeting of shareholders for	amount of dividend distribution in
	acknowledgment.	the same year. Earnings distribution
		proposals will be devised by the
		board of directors and submitted to
		the annual general meeting of
		shareholders for acknowledgment.
	The rights and obligations and the	The rights and obligations and the
	priority, amount, and method of	priority, amount and method of
	distribution associated with every	distribution associated with every
	Class of preferred shares shall be	Class preferred shares shall be
	governed in accordance with the	governed in accordance with the
	Articles of Incorporation.	Articles of Incorporation.
Article 41	The Company shall adopt a residual	The Company shall adopt a residual	Terms related to
	dividend policy. The purpose of this	dividend policy in the event that the	Class D preferred
	policy is to ensure continuous	dividend distribution for ordinary	shares have been
	business development and profit	shares causes dilution of the equity	deleted.
	growth, while taking into account	of Class D preferred shares during
	working capital management and the	the period when the number of
	capital adequacylevel required by	outstanding Class D special shares

16 -

	both the competent authority and	exceeds 200 million (inclusive). The
	international standards. With regard	purpose of this policy is to ensure
	to dividend distribution, the	continuous business development
	Company shall, in principle,	and profit growth, while taking into
	distribute a stock dividend while	account working capital
	considering business needs, capital	management and capital adequacy
	plans, funds for reinvestment or	level required by the competent
	acquisitions, and major regulatory	authority and the international
	changes, etc. The remainder shall be	standards.
	distributed as cash dividend.	With regard to dividend distribution,
		the Company shall, in principle,
		distribute a stock dividend while
		considering business needs, capital
		plans, fund for reinvestment or
		acquisitions, and major regulatory
		changes, etc. The remainder shall be
		distributed as cash dividend.
Article 42	The organization guidelines and the	The organization guidelines, detailed	Amended to
	guidelines on business authorities	operational procedures and	specify the duties
	and responsibilities shall be	management policies shall be	involved in the
	prescribed and amended by the board	prescribed by the Board of Directors.	establishing of
	of directors.		important guidelines
			on the Company’s
			internal
			organizational
			structure and on the
			assignment of
			authority and
			responsibility.

Note: Article 8-5 has approved on 2016 Shareholders' Annual General Meeting; however, according to the letter reply from the Financial Supervisory Commission dated September 12, 2016 under reference Jin-Guan-Yin-Kong-Tze-10500206640, further elaboration shall be provided when specific issuance plan under article 8-5 is available.

Resolution:

17 -

Agenda item #3 Proposed by the Board of Directors

Summary: Amendments to the “Rules of Procedure for Shareholder Meetings” Description:

To enhance corporate governance, Articles 3, 9, and 14 of the Rules of Procedure for Shareholders’ Meetings have been amended in accordance with the revised “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings,” which has been amended by TWSE.
Key points of the relevant amendments:
(I) Regarding agenda items that may not be proposed as special motions, the section which stated that “the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice” has been deleted.
(II) Amended to specify that a shareholder’s proposal urging the Company to promote public interests or fulfill its social responsibilities shall be limited to one item.
(III) Amended to specify that the Chairperson shall announce at the time of calling the meeting to order relevant information such as the number of non-voting rights and the number of shares in attendance.
(IV) Amended to include stipulation of the announcement at the Shareholders’ Meeting of the names of the unsuccessful candidates and the number of voting rights they each received in the election.
Below is a comparison between the original and amended terms. Please refer to Attachment 8 (pages 71~78 of this manual) for the full text of the unamended “Rules of Procedure for Shareholder Meetings”

Article	Amended Articles	Original Articles	Notes
Article 3 (Convention and notice of Shareholders’ Meetings)	Unless otherwise specified by laws and regulations or the Articles of Incorporation, Shareholders’ Meetings are convened by the Board of Directors. The Company shall prepare an electronic file which contains the meeting notice, a proxy form, an agenda (including items for acknowledgement, approval, and the election and dismissal of directors), and remarks. The Company shall post this electronic file onto the Market Observation Post System (MOPS) 30 days prior to an Annual General Meeting, or 15 days prior to an Extraordinary Shareholders’ Meeting. An	Unless otherwise specified by laws and regulations or the Articles of Incorporation, Shareholders’ Meetings are convened by the Board of Directors. The Company shall prepare an electronic file which contains the meeting notice, a proxy form, an agenda (items for acknowledgement, approval, election and dismissal of directors), and remarks. The Company shall post it onto the Market Observation Post System (MOPS) 30 days prior to an Annual General Meeting, or 15 days prior to an Extraordinary Shareholders’ Meeting. An electronic copy of the Shareholders’ MeetingManual and	1. As the concluding part of Article 172, Paragraph 5 of the Company Act is not stipulated by either the Securities and Exchange Act or the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, Paragraph 4 of Article 3 has been amended by removingthe

18 -

electronic copy of the supplementary information shall be Shareholders’ Meeting Manual and posted onto MOPS 21 days before supplementary information shall be an Annual General Meeting, or 15 posted onto MOPS 21 days before days before an Extraordinary an Annual General Meeting, or 15 Shareholders’ Meeting. Hard copies days before an Extraordinary of the Shareholders’ Meeting Shareholders’ Meeting. Hard Manual and supplementary copies of the Shareholders’ information shall be provided and Meeting Manual and made available 15 days prior to the supplementary information shall be meeting and shall be distributed to provided and made available 15 shareholders at the meeting venue on days prior to the meeting and shall the day of meeting. be distributed to shareholders at the meeting venue on the day of the meeting. The meeting notice and public The meeting notice and public announcement shall specify agenda announcement shall specify agenda items. The meeting notices may be items. The meeting notices may be delivered electronically upon delivered electronically upon agreement by the specific agreement by the specific shareholder(s). For shareholders shareholder(s). For shareholders holding fewer than one thousand holding fewer than one thousand shares, meeting notices may be shares, meeting notices may be communicated by way of public communicated by way of public announcement. announcement.

supplementary information shall be section which posted onto MOPS 21 days before stated that “the an Annual General Meeting, or 15 essential contents days before an Extraordinary may be posted on Shareholders’ Meeting. Hard copies the website of the Shareholders’ Meeting designated by the Manual and supplementary competent information shall be provided and authority in charge made available 15 days prior to the of securities affairs meeting and shall be distributed to or the company, shareholders at the meeting venue on and such website the day of meeting. shall be indicated in the above notice.” This has been done with The meeting notice and public reference to Article announcement shall specify agenda 3 of the “Sample items. The meeting notices may be Template for XXX delivered electronically upon Co., Ltd. Rules of agreement by the specific Procedure for shareholder(s). For shareholders Shareholders holding fewer than one thousand Meetings” shares, meeting notices may be published by communicated by way of public TWSE, so as to announcement. avoid Agenda items involving election or misunderstandings. dismissal of directors, amendment of 2. Amendments have the Company’s Articles of been made to Incorporation, reduction of capital, Paragraph 6 of application for the approval of Article 3 to terminating the Company’s status as conform with the a public company, release of amended restrictions on competitive activities Paragraph 5 of of directors, distribution of surplus Article 172-1 of profit in the form of new shares, the Company Act distribution of reserve in the form of and with Letter new shares, liquidation, merger, or No. 10700105410 spin-off of the Company, or any issued by MOEA matters set forth in Article 185, on 2019.01.09 to Paragraph 1 of the Company Act, specify that a Article 26-1 or Article 43-6 of the shareholder’s Securities and Exchange Act, or proposal urging Article 56-1 and 60-2 of Regulations the Company to

Agenda items involving the election or dismissal of directors, amendment of the Company’s Articles of Incorporation,

reduction of capital, application for the approval of terminating the Company’s status as a public company, release of restrictions on competitive activities of directors, distribution of surplus profit in the form of new shares, distribution of reserve in the form of new shares, liquidation, merger, or spin-off of the Company, or any matters set forth in Article 185, Paragraph 1 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Articles 56-1 and

19 -

60-2 of Regulations Governing the Governing the Offering and Issuance promote public Offering and Issuance of Securities of Securities by Securities Issuers interests or fulfill by Securities Issuers shall be shall be specified, and the essential its social specified, and the essential contents shall be explained in the responsibilities contents shall be explained in the notices of the meeting and may not shall be limited to notices of the meeting and may not be proposed as special motions. The one item. be proposed as special motions. essential contents may be posted on the website designated by the competent authority in charge of securities affairs or by the Company, and such website shall be indicated in the above notice. Where re-election of all directors Where re-election of all directors as as well as their inauguration date is well as their inauguration date is stated in the notice of the reasons stated in the notice of the reasons for for convening the Shareholders’ convening the Shareholders Meeting, after the completion of Meeting, after the completion of the the re-election in said meeting, the re-election in said meeting such inauguration date may not be inauguration date may not be altered altered by any extraordinary by any extraordinary motion or motion or otherwise in the same otherwise in the same meeting. meeting. Shareholders who own more than Shareholders who own more than 1% of the Company's total issued 1% of the Company's total issued shares may propose in writing one shares may propose in writing one item to be included in the agenda item to be included in the agenda of of the Annual General Meeting. the Annual General Meetings. Each Each shareholder may propose shareholder may only propose one only one agenda item; additional agenda item; additional items will items will not be accepted. The not be accepted. A shareholder Board of Directors may disregard proposal urging the Company to shareholders' proposals if the promote public interests or fulfill its proposed agenda item involves any social responsibilities may still be of the circumstances listed in included in the list of proposals to be Article 172-1, Paragraph 4 of the discussed at a regular meeting of Company Act. Shareholders may shareholders by the board of put forward proposals urging the directors. The Board of Directors Company to promote public may disregard shareholders' interests or fulfill its social proposals if the proposed agenda responsibilities. The procedure item involves any of the shall be in accordance with the circumstances listed in Article 172- relevant provisions of Article 172 1, Paragraph 4 of the Company Act. 1 of the Company Act. Any

20 -

proposal exceeding one item shall

not be included in the agenda.

The Company shall issue a public notice announcing the agenda item proposals’ filing requirements, the location(s) for the proposals’ delivery, and the time period within which the shareholders' proposals for agenda items are to be submitted in order that they be judged eligible for acceptance. The period of acceptance shall be no shorter than ten days.

The contents of each agenda item proposed by shareholders must not exceed 300 Chinese characters or it shall not be accepted. Shareholders who have successfully proposed agenda items shall attend the Annual General Meeting in person or through proxy attendance and shall participate in the discussion. The Company shall notify the proposing shareholders of the acceptance or rejection of their proposal before the date that the meeting notice is sent. Meanwhile, accepted agenda items shall be included in the meeting notice. The Board of Directors shall give explanations for rejected proposals in the course of the meeting.

The contents of each agenda item proposed by shareholders must not exceed 300 Chinese characters or it shall not be accepted. Shareholders who have successfully proposed agenda items shall attend the annual general meeting in person or through proxy attendance and participate in the discussion. The Company shall notify the proposing shareholders of the acceptance or rejection of their proposal before the date of the meeting notice is sent. Meanwhile, accepted agenda items shall be included in the meeting notice. The Board of Directors shall give explanations for rejected proposals in the meeting.

Article 9 The quorum of the Shareholders’ (Attendance Meeting shall be determined by the numbers and number of shares represented at the meeting meeting. The number of shares commencement) represented at the meeting is calculated based on the total amount registered in the attendance book (or, if collected, the attendance cards), plus the number of shares where voting rights are exercised in writing or through electronic means.

The quorum of the shareholders’ meeting shall be determined by the number of shares represented at the meeting. The number of shares represented at the meeting is calculated based on the total amount registered in the attendance book or the attendance cards collected, plus the number of shares where voting rights are exercised in writing or through electronic means.

To conform to Article 9 of the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders’ Meetings” published by TWSE, Article 9 has been amended to specify that the Chairperson shall

21 -

	The Chairperson shall call the meeting to order as scheduled and shall begin by announcing relevant	The chairperson shall call the meeting to order as schedule. However, if the total number of shares represented at the meeting counts for less than half of the Company's total issued shares, the chairperson may announce to postpone the meeting for a maximum of two times with a total duration no more than one hour. The chairperson shall dismiss the meeting if there is no quorum after the aforementioned postponement(s). If there is no quorum after the aforementioned postponement(s) but the number of shares represented at the meeting exceeds one-third of the total issued shares of the Company, tentative resolutions may be adopted in accordance to Article 175, Paragraph 1 of the Company Act. This tentative resolution shall be disclosed to all shareholders and another shareholders’ meeting shall be reconvened within one month. If the number of shares represented in the meeting reaches 50% or more of all issued shares before the meeting ends, the chairperson may re-propose the tentative resolution to the meeting for voting according to Article 174 of the Company Act.	announce relevant information such as the number of non-voting rights and the number of shares in attendance at the time of calling the meeting to order.
	information such as the number of
	non-voting rights and the number of shares in attendance.However, if the total number of shares represented at the meeting accounts for less than half of the Company's total issued shares, the Chairperson may postpone the meeting for a maximum of two times with a total duration of no more than one hour. The Chairperson shall dismiss the meeting if there is no quorum after the aforementioned postponement(s). If there is no quorum after the aforementioned postponement(s), but the number of shares represented at the meeting exceeds one-third of the total issued shares of the Company, tentative resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act. This tentative resolution shall be disclosed to all shareholders and another Shareholders’ Meeting shall be reconvened within one month. If before the meeting ends the number of shares represented in the meeting reaches 50% or more of all issued shares, the Chairperson may re-propose the tentative resolution to the meeting for voting according to Article 174 of the CompanyAct.

22 -

Article 14 (Election)	The election of directors shall be conducted in accordance with the Company’s guidelines governing the election, and the results of the election, including the names of those directors and the numbers of voting rights with which they were elected,as well as the names of the non-elected candidates and the	The election of directors shall be conducted in accordance with the Company’s relevant guidelines to the election and the result of the election, including the names of those directors and the numbers of voting rights with which they were elected, shall be announced at the meeting. All ballots used in the election shall be sealed and signed by the ballot examiners, and properly kept for at least one year or up to the conclusion of any legal action initiated by shareholders under Article 189 of the Company Act.	To conform to Article 14 of the “Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings” published by TWSE, Article 14 has been amended to include stipulation of the announcement at the Shareholders’ Meeting of the names of the non-elected candidates and the number of voting rights they each received in the election.
	numbers of voting rights they each
	received,shall be announced at the meeting. All ballots used in the election shall be sealed and signed by the ballot examiners and properly kept for at least one year or up to the conclusion of any legal action initiated by shareholders under Article 189 of the Company Act.

Resolution:

23 -

[ Election Items]

Agenda item

Proposed by the Board of Directors

Summary: Election of the 8th term for the Board of Directors of the Company

Description:

The tenure of the 7[th] Board of Directors will be conclude on June 30, 2021. According to the Company’s Articles of Incorporation, the Company shall have a Board of Directors that comprises seven to nine members. The number of independent directors of the Company shall be no fewer than three or not less than one fifth of the total number of directors, whichever is the higher. The Company should adopt a nomination system to elect directors (including independent directors) with 3-year tenures.
The 8[th] Board of Directors is set to comprise seven directors, including three independent directors; this was determined at the 40[th] meeting of the 7[th] Board of Directors held on February 25, 2021.
The 3-year tenure for the 8[th] Board of Directors shall begin on July 1, 2021 and shall end on June 30, 2024.
The list of candidates (including independent directors) for election to the 8[th] Board of Directors has been reviewed and approved at the 43[rd] meeting of the 7[th] Board of Directors on April 29, 2021. Please refer to Attachment 9 (pages 79 ~ 81 of this manual).
The Director Election Policy: Please refer to Attachment 11 (pages 83~85 of this manual)

Voting Result:

24 -

[ Other Items]

Agenda item Proposed by the board of directors

Summary: Release of restrictions on competitive activities of the Company’s 8th Board of Directors.

Description:

Pursuant to Article 209 of the Company Act, a director conducting activities that are within the scope of the company’s business, either for himself/herself or on behalf of another person, shall explain to the Shareholders’ Meeting the essential contents of such activities and obtain approval for conducting such activities.
When the Company’s 8[th] Board of Directors (including independent directors) and the legal persons being represented engage in business activities within the same or similar scope to the Company’s business, they shall seek shareholder’s approval pursuant to Article 209 of the Company Act to release the non-competition restrictions.
Please refer to Attachment 10 (pages 82 of this manual) for the list of the 8[th] Board ofDirectors (including independent directors) to be released from non-competition restrictions. The final list will be subject to the election result.

Resolution:

25 -

[Special motion]

26 -

【 Attachment 1 】

Taishin Financial Holding Co., Ltd.

2020 Business Report

Macroeconomic and Financial Analysis

The coronavirus dealt a devastating blow to the global economy in 2020. Major economies – such as the United States, China, the euro area, and Japan – all reported the biggest quarterly plunges in their respective economic histories in the first half of the year. China, being the first to face an outbreak and also the first to initiate a national lockdown, saw an economic drop of 6.8% in the first quarter. Other countries that followed with lockdown measures of their own in the second quarter also ended up with huge economic drops; in the second quarter the United States fell by 9.0%, the euro area by 14.9%, and Japan by 10.2%. However, with more countries implementing large-scale fiscal and monetary stimulus packages and trying their best to mitigate disease, major economies started rebounding in mid-2020. Many economic declines were clearly narrowing, and China resumed a positive growth. While the coronavirus continued to spread in the second half of 2020, and the number of confirmed cases rose sharply as winter approached (something which forced many countries to reimpose restrictions on certain economic activities), the economic impact of the pandemic is now lessening after the clinical successes of several vaccines and large-scale vaccination efforts in other countries.

Taiwan's economic outlook in the first half of 2020 sustained a hit from domestic and overseas coronavirus outbreaks. Private spending and traditional exports came to an abrupt halt, and the central bank decided to lower interest rates by 0.25 percentage points in March. As the world adjusted to new ways of living and working, such as work-from-home, remote learning, and online shopping, the demand for electronic products skyrocketed. Taiwan's exports of semiconductors and other electronic components reached historic highs in 2020 and generated upward momentum for the economy. TAIEX started low in 2020 and surged to a 30-year high at 14,733. TAIEX rose by 2,735, or 22.80%, compared to the end of 2019; and TPEx rose by 34.74, or 23.26%, compared to the end of 2019.

Taiwan's financial sector benefited from strong stock market performance, leading to profit growth for insurers and securities firms. Overall earnings before tax for the financial sector amounted to NT$675.66 billion in 2020, a 6.5% increase compared to 2019.

27 -

Meanwhile, banks saw lower interest income due to lower interest rates and volatile exchange rates. Earnings before tax fell to NT$370.82 billion, an 8.9% decrease compared to 2019. Looking forward to 2021, the waning effect of the pandemic on the global economy is allowing the world to gradually resume normal economic activities. Recovering demand in traditional industries will fuel continuing momentum in Taiwan's economy in 2021. However, given that it will take the global economy a few years to return to the pre-pandemic level, the central bank is expected to maintain a relatively eased monetary environment for continued stability in financial markets in 2021.

Overall Business Performance

We followed our operating budgets closely in 2020, and our core business delivered consistent profit growth. For the year 2020, after-tax profit totaled NT$14.5 billion, the EPS was NT$1.17, the ROE was 9.05%, and the net value for the common shareholders was NT$13.22 per share at the end of the year. In terms of capital structure, at the end of 2020 our capital adequacy ratio was 130.0% and our double leverage ratio was 118.2%. The capital structure remained sound.

In a report issued by international credit rating agency Fitch Ratings in November 2020, Taishin FHC received international long- and short-term credit ratings of BBB and F3, respectively. Our national long- and short-term credit ratings were A+(twn) and F1(twn), respectively. The outlook was "Negative." We received international long- and short-term credit ratings of BBB and A-2, respectively, in a report issued by S&P in December 2020. Meanwhile, in a report issued by Taiwan Ratings Corp in December 2020, our national longand short-term credit ratings were twA+ and twA-1, respectively. The outlook was "Stable" in both reports.

Regarding overseas business expansion, Taishin Bank actively forges its presence in the Chinese and Asia Pacific markets and has to date established branches in Hong Kong, Singapore, Japan (Tokyo), and Australia (Brisbane) as well as local offices in Vietnam (Ho Chi Minh City), Myanmar (Yangon), and China (Shanghai). The application to open a Long An Branch in Vietnam has been submitted to the State Bank of Vietnam. Taishin Bank has received the Bank of Thailand's approval for the establishment of a representative office in Bangkok in August 2020, and it received the Labuan FSA's approval for the establishment of a branch in Labuan and a marketing office in Kuala Lumpur in November 2020. Taishin Bank will initiate the set-up procedures and continue to expand its overseas network to provide customers with better and more comprehensive global banking services.

28 -

FinTech application: To accelerate innovation in services, Taishin FHC has assembled professional teams that are dedicated to exploring innovative uses of digital banking solutions and developing artificial intelligence and big data analytics on an ongoing basis. With the goal of promoting cross industry collaboration, Taishin has cooperated with multiple strategic partners to build the Taishin Banking Innovation Lab. The lab involves 10 major industries and more than 20 innovative business partnerships; it has succeeded in putting immersive and innovative financial marketing scenarios into practice. Taishin works tirelessly to provide a better consumer experience through a combination of digital and banking innovations.

I. Retail Banking Services

The business performance of our banking, securities, and investment trust subsidiaries for the previous year is summarized as follows.

As at the end of 2020, the size of Taishin Bank's mortgage portfolio stood at NT$556 billion, representing close to 7.1% in YOY growth; the auto loan balance amounted to NT$50.6 billion, representing a 5.6% YOY growth and again placing the Bank at the top of the financial industry; the Bank had 5.73 million credit cards in circulation, ranking 4th with a 11.4% market share; and lastly, Taishin Bank had 154,000 card-accepting merchants nationwide, ranking first with a 22.3% market share.

Digital banking in everyday life: Richart was first in the market to offer integrated products and services that combine "savings, payment, financial planning, foreign currency, insurance, loan, and time deposit." So far it has won more than 70 domestic and international awards, and it ranks first in terms of digital account numbers. To give customers a better digital payment experience, Taishin Bank has worked hard to develop a wide range of payment services. Taishin Bank is the first bank in Taiwan to support all four contactless mobile payments (Apple Pay, Samsung Pay, Google Pay (Android Pay), and Taiwan Pay). To help merchants go digital, Taishin Bank provides credit card linked payment services and supports 11 barcode enabled wallets (including domestic services, Jkos and LINE Pay, and offshore services, Alipay, WeChat Pay, and HANA). Rising to the challenge posed by purely online banks, Taishin Bank was also the first bank in Taiwan to build an everyday life and finance ecosystem; released in August 2020, Richart Life is a platform that combines payments, points, everyday offers, and financial services. It serves close to seven million Taishin Bank customers and utilizes Taishin Pay and Taishin Points to direct customers to spend in various scenarios with strategic partners. There are more than 100,000 points of service in Taiwan that accept Taishin Pay. Taishin Points can be redeemed against or used to

29 -

pay for products and services. Customers can find everyday solutions easily with Richart Life.

Credit card services: Taishin Bank works constantly to launch products and services that keep pace with technology and time. The aim is to connect spending scenarios and optimize the payment experience for customers. The Rose Giving card was launched in 2020. Following the Rose Card's celebration of "dedication," the Rose Giving card praises "giving for love" and highlights modern women's view of giving as a path to self-fulfillment. The card is the first to offer rebates on all statutory holidays. The limited-edition fragrance diffuser card comes with an innovative design to impress cardholders. Another first is the home cleaning service offered to cardholders who meet the minimum spending requirement. Meanwhile, Taishin Bank continues to grow closer ties with card-accepting merchants and consistently ranks first in the number of card-accepting merchants. The combined strength of a wide array of cardaccepting businesses (and more than 5 million credit cards outstanding), coupled with the launch of Taishin Bank's Richart Life app, offers all customers one-stop financial services closely aligned with their everyday needs.

Wealth management: In 2003, Taishin Bank was the first bank in Taiwan to open a wealth management flagship branch. Having followed a sophisticated customer segmentation process over the years, Taishin Bank is able to provide a wide range of exclusive financial services to meet the demand for "professional financial planning advice," "exclusive benefits and experiences," "one-stop shopping," and other services. Furthermore, Taishin Bank follows a sustainability- and customer-oriented philosophy and strives to meet the need for integrated services for personal accounts and household accounts. The family-based wealth management service extends the scope of personal wealth management to an entire household so that all members of a household may enjoy the benefits of financial advice at different life stages; it is an excellent choice for customers with inheritance concerns. Meanwhile, following digital banking trends, Taishin Bank combines real branches, mobile apps, internet banking, and other online and offline services to provide friendly and professional services. In 2020, services such as foreign bonds and regular savings plans were made available through internet banking. Despite the pandemic and dramatic market volatility, financial planning teams at Taishin Bank are taking a long-term view and remain steadfast in their duty to safeguard customers' asset growth. Feedback on the service is generally positive, and as a result the net wealth management service fee income rose steadily by 4.5% in 2020, compared to 2019.

II. Wholesale Banking Services

30 -

Corporate lending: Loans to state-owned and private enterprises totaled NT$356.9 billion at the end of 2020, a YOY growth of 16.8%. The total amount of syndications with Taishin as lead arranger was 12th highest in the industry. In support of the government's initiative, Taishin Bank provides guarantees in compliance with policy to help SMEs acquire operating capital. Lending to SMEs rose to NT$208.9 billion by the end of 2020, representing a 29% YOY growth. Taishin Bank will continue to expand the scope of its cooperation with the SME Credit Guarantee Fund of Taiwan, helping SMEs upgrade their business and providing relevant financing schemes in accordance with major governmental policies (such as the 5+2 Industry Policy and the Welcoming the Return of Taiwanese Investment Initiative Action Plan.

Other wholesale banking services: Automated clearing house (ACH), developed in collaboration with Taiwan Clearing House to fulfill the needs of corporate customers to allocate funds, was rated as the best payment service in the market. Taishin Bank remained the market leader in factoring services with a volume totaling NT$184 billion in 2020. Taishin Bank provided share administration services to a total of 203 companies traded on the TWSE/TPEx and the Emerging Stock Market, ranking 3rd among peers.

System implementation: Taishin Bank teamed up with IBM to launch the GB2B Global Digital Corporate Banking Network in 2020. Integrated automatic delivery makes it possible to provide cash flow products, transactional funding, and wholesale financing, making financial services significantly more efficient. Amid the waves of fintech, Taishin Bank continues to support innovation; the bank was first to start working with the credit guarantee fund in 2020, launching the "Instant Credit Check" program to connect the systems. API technology allows SMEs quick access to funds through a new automated service. The system was named the Best API Initiative, Application, or Programme by the Asian Banker Transaction Finance Awards, and it won the Bronze Award in the Best Technology Innovation category at the Business Next Future Commerce Awards.

III. Banking and Financial Market Business

To meet different hedging or investment needs, the Financial Markets Division provides a wide range of financial products, including exchange rates, interest rates, equity, credit, commodities, derivatives, and structured products. The division offers up-to-date market information and professional advice. It uses a transaction platform with a complete line of financial products to help customers monitor market changes and assess risks and meet the financial needs of onshore/offshore institutional and retail clients.

31 -

With NT$8,973.5 billion traded in 2020, Taishin Bank was one of the country’s leading banks in terms of the volume of derivative trading. Regarding bond underwriting, Taishin Bank is an active participant in bond issuance and financing planning for onshore and offshore companies. The bank offers a wide range of bonds by overseas issuers, giving Taiwanese investors more investment choices. The total amount of bonds underwritten in 2020 was NT$69 billion, NT$17.6 billion higher than the year before—a 34% annual growth. Sales showed significant increase.

Additionally, the Overseas Finance and Financial Market Division oversees the trading rooms at the Hong Kong, Singapore, Tokyo, and Brisbane branches. The trading room resources at Taishin’s head office are made available to provide overseas customers with excellent banking services and to find opportunities in foreign financial markets. The overseas branches reported a 34% YOY sales growth in 2020. Meanwhile, in response to developments in digital banking platforms, Taishin Bank has been working to put financial products on online platforms in order to provide additional easy-to-use transaction services for customers. These platforms are designed to meet the demand for real-time financial investing and other transactions.

IV. Securities and Investment Trust Subsidiaries

Securities operations: Securities operations follow a customer-oriented business management philosophy and continue to expand O2O services. The subsidiaries endeavor to develop digital financial services and combine O2O resources to expand the customer base and increase stickiness. Regarding proprietary trading, positions are managed for quick strategy adjustments in response to market changes. Hedging tools are actively employed and risk management mechanisms implemented. Meanwhile derivatives are issued to suit customers' investment needs and risk tolerances. More types of investment returns have been added in pursuit of consistent returns and risk diversification.

Investment banking operations: Regarding underwriting services, Taishin continues to focus on serving well-managed companies and on seeking opportunities funding projects applying for first time TWSE/TPEx listing in Taiwan. Taishin also continue to expand offshore securities underwriting services and foreign currency securities sales through offshore securities units in order to increase its overall market share. The operations continue to provide corporate restructuring and reorganization, mergers, financial planning, and other consulting services for individuals, corporate entities, government institutions, and financial institutions both in and outside the Republic of China.

32 -

The market share was 2.30% in brokerage services and 3.38% in margin trade balance at the end of 2020. Taishin Securities handled a total of 19 securities underwriting cases as lead underwriter for a total of NT$3.868 billion throughout the entire year. It ranked 3rd place in the market in total number of cases.

Investment trust operations: The size of public/private offering and discretionary assets under management by Taishin Securities Investment Trust (TSIT) reached NT$178.4 billion at the end of 2020, representing a NT$48.9 billion or 38% growth compared to 2019 and an all-time high. In particular, NT$128.4 billion was in publicly offered funds, accounting for a 2.84% market share and enabling the company to rank 10th place among domestic investment trusts. At 10.10%, the company has the largest market share in money market funds. TSIT will develop customer services and strengthen product designs on an ongoing basis to achieve greater synergy.

In summary, we have received wide, continuous acclaim for excellent performance in our various areas of expertise. Taishin Bank won first prize at the 2020 FinTech Best Banking Service Award held by Global Views . The bank was first in 6 of the 10 scoring criteria. Additionally, Richart Life—launched by Taishin Bank in August 2020—won the Best FinTech Award - Excellence at the Taiwan Banking and Finance Best Practice Awards. Richart Life also earned Taishin Bank the title of "Payment Innovator" at The Innovators: Payments by Global Finance . Richart Life creates an everyday life and finance ecosystem by uniting Taishin Pay and Taishin Points. By combining wealth management and digital banking innovation, Taishin Bank won Best Private Bank for Big Data Analytics and Artificial Intelligence (AI) for the third time, as well as Best Private Bank in Asia for Customer Service by The Banker and PWM. The bank was awarded Best Wealth Management Digital Experience in Taiwan by The Asset . The wholesale banking services by Taishin Bank support government policies and have been awarded with the SMEG Gold Award by the Ministry of Economic Affairs for 9 years in a row. Furthermore, Taishin Securities received an "Outstanding Market Maker Award for TPEx Listed ETFs" for excellent business performance from Taipei Exchange. TSIT won the "Best-in-Class Award" by the Benchmark. Taishin FHC received more than 110 awards from domestic and international professional institutions in 2020; its performance was recognized in many countries.

Future Prospects

For the last few years, the government has been urging businesses to return to invest in

33 -

Taiwan in order to invigorate Taiwan's financial markets. It is hoped that alongside strengthening financial resilience, this will also provide room for innovation and creativity. Provided the targets of balancing "financial stability" and "financial progress" are both met, the policies proposed in 2020 will be implemented in an effective and orderly fashion. With the hope to find stable growth opportunities, the government is attempting to develop Taiwan as a hub for fund transfer and high net worth wealth management services, as well as helping startups in key industries obtain funding and promoting the adoption of international standards in the banking system.

Looking forward, we will commit to achieving the goals of our existing business activities in accordance with the principle of "rigorous risk management and aggressive expansion," while supporting government policies and complying with applicable regulations. Our business strategies and plans include continuing to develop group-wide advantages and perfecting the cross-industry network under Taishin FHC. At present, our greatest priority is to establish an insurance subsidiary and thereby make our product line more comprehensive, increase our business competitiveness in the financial sector, and realize our long-term business goals. Other strategies and plans include integrating resources within Taishin FHC; expanding the business scale of the subsidiaries (provided that risk control and business growth are both accounted for); creating diverse profit engines; utilizing digital transformation to create new strengths in the emerging area of FinTech; making full use of new technologies to create new business models in order to increase market share for Richart; continuing to optimize IT resources within Taishin FHC; laying the IT foundation for business growth; continuing to expand overseas; and developing international operations with a focus on Asian countries and Chinese communities around the world.

Corporate governance and Corporate Social Responsibility

With respect to corporate governance and corporate social responsibility, we have been achieving excellent results ever since TWSE announced the results of the first Corporate Governance Evaluation in 2015. The rankings reflect recognition for our hard work and exemplary results in corporate governance. The company continues to be one of the constituents of the TWSE Corporate Governance 100 Index.

In the pursuit of sustainability, we have made ESG (environment, social, and governance) part of our business strategies. Resources in and outside the company are combined to promote best practices in producing sustainable governance, economic prosperity, a green environment, and an inclusive society. Key practices in sustainable finance include the Green

34 -

Finance Principles established in 2018, the signing of the Equator Principles in 2019, and the Industrial, Environmental, and Social Risk Management Guidelines established in 2020. In addition, scenario analysis recommended by the Task Force on Climate-Related Financial Disclosures (TCFD) is performed on real estate in the wholesale banking business. ESGcompliant renewable energy lending systems are being developed to facilitate identification of climate-related risks and opportunities. All of these are countermeasures and strategies which look to the future. Taishin was rated "leader (AA)" in banking by MSCI ESG ratings in 2020. Its CDP score was rated "management (A)." Meanwhile, Taishin remains a constituent of "DJSI - World" and "DJSI - Emerging Markets" as selected by the Dow Jones Sustainability Index. Taishin will persist in its commitment to good corporate governance and corporate social responsibility practices in order to fulfill the promise of maintaining sustainable business development.

Taishin employees have long dedicated themselves to delivering the best banking services with "integrity, commitment, innovation, and cooperation" in mind. Even in the pursuit of profitability and continuous growth, Taishin has been able to demonstrate the innovation and customer-centric values that have helped shape Taiwan's banking industry as a whole and have embodied the group's fulfillment of its corporate social responsibility. Taishin will hereafter adhere to the same business philosophy while continuing to deliver comprehensive services and maximizing profits; we will do this for the benefit of our shareholders, customers, employees, and the greater community and to deliver on our promises to shareholders.

Chairman: Thomas T.L. Wu

Manager: Welch Lin

Accounting Supervisor: Vincent Tsai

35 -

【 Attachment 2 】

Taishin Financial Holding Co., Ltd. Audit Committee Report

April 29, 2021

The Board of Directors has prepared the 2020 business report, financial statements, and earnings distribution proposal for the Company. The financial statements have been audited and certified by CPA Yang, Ching-Cheng and CPA Fang, Han-Ni of Deloitte Taiwan, who have also expressed an opinion. The above reports and statements compiled by the Board of Directors have been audited by the Audit Committee and have been produced in compliance with the relevant rules and regulations. Please note that the report here presented has been prepared in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

Taishin Financial Holding Co., Ltd. 2021 Annual General Meeting

The Convener of the Audit Committee

Chang, Min-Yu

36 -

【 Attachment 3 】

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders Taishin Financial Holding Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Taishin Financial Holding Co., Ltd. (“Taishin Financial Holding”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Statements by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

37 -

The following were the key audit matters in the audit of the consolidated financial statements of the Group for the year ended December 31, 2020:

Impairment of Loans

Commercial lending is the core business of the Group. Loans are mainly recorded in Taishin International Bank Co., Ltd. (“Taishin Bank”), a subsidiary of Taishin Financial Holding, and represent the Group’s significant accounts, which reached around 57% of the Group’s total assets as of December 31, 2020. The Group assesses the impairment of loans of Taishin Bank in accordance with IFRS 9 “Financial Instruments” and “Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans” issued by the Financial Supervisory Commission (FSC) (“the Regulations”), and the impairment of loans is recognized at the higher of the amount based on IFRS 9 and the Regulations. See Notes 5 and 13 to the consolidated financial statements for the relevant and additional information. The Group management’s judgment and the assumptions used have significant impact on the impairment assessments. Therefore, we consider the impairment of loans as a key audit matter. Refer to Note 6 to the consolidated financial statements for the relevant and additional information.

Our audit procedures on the impairment of loans included testing of the design and operating effectiveness of controls and procedures for identifying loans and advances exposed to impairment and for ensuring that provisions against those assets were made. We identified loans and checked from public information to see whether the borrowers were possibly problematic companies, or have already been included in the companies under evaluation for lifetime expected credit losses (ECLs). We evaluated whether main assumptions and parameters used in the Group’s impairment assessment model of ECLs complied with IFRS 9 and recalculated the amount of the impairment of loans. In addition, we tested the classification of loan accounts in accordance with the Regulations and evaluated whether the amount of the impairment of loans complied with the Regulations.

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

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

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

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

38 -

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with the auditing standards generally accepted in the ROC, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

39 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ching-Cheng Yang and Han-Ni Fang.

Deloitte & Touche Taipei, Taiwan Republic of China February 26, 2021

Notice to Readers

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

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

40 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(In Thousands of New Taiwan Dollars)

ASSETS Cash and cash equivalents Due from the Central Bank and call loans to banks Financial assets at fair value through profit or loss (FVTPL) Financial assets at fair value through other comprehensive income (FVTOCI) Financial assets at amortized cost Securities purchased under resale agreements Receivables, net Current tax assets Loans, net Investments accounted for using the equity method, net Other financial assets, net Investment properties, net Property and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Other assets, net TOTAL LIABILITIES AND EQUITY Due to the Central Bank and banks Funds borrowed from the Central Bank and other banks Financial liabilities at FVTPL Securities sold under repurchase agreements Commercial papers issued, net Payables Current tax liabilities Deposits and remittances Bonds payable Other borrowings Provisions Other financial liabilities Lease liabilities Deferred tax liabilities Other liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF PARENT Capital stock Common stock Preferred stock Advance receipts for capital stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Equity attributable to owners of parent NON-CONTROLLING INTERESTS Total equity TOTAL		2020 Amount % $ 24,467,895 1 84,083,756 4 127,442,056 6 191,029,900 9 270,634,022 12 4,116,898 - 163,895,050 7 11,011 - 1,243,688,768 57 42,059,844 2 6,778,854 1 923,033 - 19,208,595 1 2,879,350 - 3,272,025 - 3,213,221 - 8,354,928 - $ 2,196,059,206 100 $ 49,824,469 2 1,925,590 - 36,052,712 2 88,288,646 4 15,432,869 1 47,272,379 2 2,277,779 - 1,607,978,455 73 70,100,000 3 11,180,264 1 1,910,042 - 67,742,288 3 2,978,858 - 147,023 - 6,838,450 - 2,009,949,824 91 109,115,662 5 8,000,000 - 11,336 - 35,928,795 2 11,777,396 1 571,970 - 18,831,418 1 1,825,646 - 186,062,223 9 47,159 - 186,109,382 9 $ 2,196,059,206 100		2019
				Amount % $ 24,168,532 1 67,417,279 3 144,041,593 7 273,426,137 14 131,888,616 7 11,656,071 1 156,087,584 8 348,699 - 1,138,467,117 56 41,406,600 2 5,545,296 - 1,001,062 - 19,051,458 1 2,761,324 - 2,462,448 - 2,695,099 - 8,516,416 - $ 2,030,941,331 100 $ 53,393,057 3 1,505,300 - 27,549,349 1 120,144,975 6 22,856,765 1 39,382,641 2 2,473,274 - 1,434,084,934 71 56,800,000 3 11,194,084 - 1,761,125 - 72,393,063 4 2,822,108 - 112,987 - 5,449,932 - 1,851,923,594 91 106,567,044 5 8,000,000 - 11,077 - 35,955,405 2 10,357,137 1 572,115 - 16,373,487 1 1,053,117 - 178,889,382 9 128,355 - 179,017,737 9 $ 2,030,941,331 100

41 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INTEREST INCOME INTEREST EXPENSES NET INTEREST INCOME NET INCOME OTHER THAN NET INTEREST INCOME Net service fee and commission income Gain on financial assets and liabilities at FVTPL Realized gain on financial assets at FVTOCI Gain on derecognition of financial assets at amortized cost Foreign exchange gains (losses) Impairment (loss) gain on assets Share of profit (loss) of associates accounted for using equity method Net other non-interest income Net other miscellaneous income Net income other than net interest income NET REVENUE AND GAINS PROVISIONS FOR ALLOWANCE FOR BAD DEBT EXPENSES, COMMITMENTS AND GUARANTEES LIABILITIES OPERATING EXPENSES Employee benefits expenses Depreciation and amortization expenses Other general and administrative expenses Total operating expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE NET INCOME		2020 Amount % $ 33,902,150 77 (12,243,036) (28) 21,659,114 49 13,994,914 32 4,023,731 9 1,359,162 3 291 - 1,022,074 2 (12,008) - 1,615,015 4 482,556 1 22,485,735 51 44,144,849 100 (1,860,723) (4) (14,467,600) (33) (2,201,303) (5) (9,184,095) (20) (25,852,998) (58) 16,431,128 38 (1,942,301) (5) 14,488,827 33		2019
				Amount % $ 37,209,805 85 (17,620,508) (40) 19,589,297 45 12,935,623 30 7,014,668 16 749,311 2 - - 227,316 - (18,965) - 2,650,357 6 493,804 1 24,052,114 55 43,641,411 100 (2,615,115) (6) (13,987,394) (32) (2,004,400) (5) (8,760,928) (20) (24,752,722) (57) 16,273,574 37 (1,787,643) (4) 14,485,931 33 (Continued)

42 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss Gain (losses) on remeasurements of defined benefit plans Share of other comprehensive income of associates accounted for using the equity method Changes in the fair value attributable to changes in the credit risk of financial liabilities designated as at FVTPL Unrealized gain on investments in equity instruments designated as at FVTOCI Income tax relating to items that will not be reclassified subsequently to profit or loss Items that will be reclassified subsequently to profit or loss Exchange differences on translation of foreign financial statements Share of other comprehensive income (loss) of associate accounted for using the equity method Unrealized gain (loss) on investment in debt instruments at FVTOCI (Impairment loss) reversal of impairment on investment in debt instruments at FVTOCI Income tax relating to items that will be reclassified subsequently to profit or loss Other comprehensive income (loss), net of tax TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTABLE TO: Owners of parent Non-controlling interests		2020 Amount % $ (173,226) - 127,406 - (38,589) - 53,087 - 35,723 - 3,373 - (176,331) - 686,879 1 6,117 - (51,475) - 472,964 1 $ 14,961,791 34 $ 14,493,422 33 (4,595) - $ 14,488,827 33		2019
				Amount % $ (34,402) - 334,148 1 39,023 - 195,931 1 8,340 - (68,694) - (259,652) (1) 859,009 2 7,060 - (60,816) - 1,019,947 3 $ 15,505,878 36 $ 14,488,021 33 (2,090) - $ 14,485,931 33 (Continued)

43 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of parent Non-controlling interests EARNINGS PER SHARE Basic Diluted		2020 Amount % $ 14,966,281 34 (4,490) - $ 14,961,791 34 $ 1.17 $ 1.17		2019
				Amount % $ 15,507,543 36 (1,665) - $ 15,505,878 36 $ 1.16 $ 1.16

(Concluded)

44 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

					Equity Attri	Equity Attri	butable to Owners	Parent
	Capital Stock	Advanced Receipts for Capital Stock $ 3,996 - - - - - - - - - 7,081 - - 11,077 - - - - - - - - 259 - - $ 11,336			Capital Surplus		Other $ - - - - - - - - - 3,213 - - - 3,213 - - - - - - - - - - - $ 3,213	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 9,115,012 $ 572,115 $ 12,421,251 1,242,125 - (1,242,125 ) - - (5,306,652 ) - - (1,530,667 ) - - (2,170,903 ) - - 14,488,021 - - (62,000) - - 14,426,021 - - (180,801) - - - - - - - - - - - (42,637) 10,357,137 572,115 16,373,487 1,420,259 - (1,420,259 ) - - (6,029,510 ) - - (1,819,579 ) - - (2,466,618 ) - (145 ) 145 - - 14,493,422 - - (180,583) - - 14,312,839 - - - - - - - - (119,087) $ 11,777,396 $ 571,970 $ 18,831,418
									Exchange Differences on Translation of Financial U Statements of Foreign Operations $ (372,863 ) - - - - - (303,087) (303,087) - - - - - (675,950 ) - - - - - - (277,106) (277,106) - - - $ (953,056)
Common Stock $ 104,362,071 - - - 2,170,903 - - - - - 34,070 - - 106,567,044 - - - 2,466,618 - - - - 82,000 - - $ 109,115,662	Preferred Stock $ 10,175,410 - - - - - - - (2,175,410) - - - - 8,000,000 - - - - - - - - - - - $ 8,000,000		P	Additional aid-in Capital in Excess of Par $ 35,602,662 - - - - - - - (1,843,789) - 15,841 - - 33,774,714 - - - - - - - - 21,094 - - $ 33,795,808	Treasury Stock Transactions $ 2,075,475 - - - - - - - - - - - - 2,075,475 - - - - - - - - - - - $ 2,075,475	Stock-based Compensation $ 127,576 - - - - - - - - - (25,573) - - 102,003 - - - - - - - - (47,704) - - $ 54,299

45 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income before income tax Adjustments: Adjustments for reconciliation of profit or loss Depreciation expenses Amortization expenses Provisions for bad debts expenses, commitments and guarantee liabilities Net loss (gain) on financial assets and liabilities at FVTPL Net loss (gain) on financial assets and liabilities at FVTOCI Interest expenses Loss (gain) on derecognition of financial assets at amortized cost Interest income Stock-based payments Share of profit of associates accounted for using the equity method Impairment loss on financial assets Other adjustments Total adjustments Changes in operating assets and liabilities (Increase) decrease in due from the Central Bank and call loans to banks (Increase) decrease in financial assets at FVTPL (Increase) decrease in financial assets at FVTOCI (Increase) decrease in financial assets at amortized cost (Increase) decrease in securities purchased under resale agreements (Increase) decrease in receivables (Increase) decrease in loans (Increase) decrease in other financial assets (Increase) decrease in other assets Increase (decrease) in due to the Central Bank and banks Increase (decrease) in financial liabilities at FVTPL Increase (decrease) in securities sold under repurchase agreements Increase (decrease) in payables Increase (decrease) in deposits and remittances Increase (decrease) in provisions Increase (decrease) in other financial liabilities Increase (decrease) in other liabilities Cash generated from (used in) operations Interest received Dividends received Interest paid	2020 $ 16,431,128 1,815,407 385,896 1,860,723 (4,023,731) (1,359,162) 12,243,036 (291) (33,902,150) 13,608 (1,615,015) 11,899 (26,671) (24,596,451) (10,928,944) 61,669,372 83,824,172 (138,788,010) 182,823 (9,082,509) (106,696,476) (1,055,493) 166,678 162,704 (33,383,220) (31,856,329) 8,594,218 173,893,521 (74,816) (4,650,775) 1,238,719 (14,949,688) 35,894,579 1,506,307 (13,105,432)	2019 $ 16,273,574 1,711,251 293,149 2,615,115 (7,014,668) (749,311) 17,620,508 - (37,209,805) 45,458 (2,650,357) 13,076 3,136 (25,322,448) 6,306,470 23,114,372 64,177,527 (128,812,066) (320,746) (11,589,108) (122,206,574) 4,332,552 3,140,410 179,547 (47,346,317) 37,099,141 10,373,846 174,409,509 (23,577) 13,317,532 1,662,845 18,766,489 38,191,404 1,893,732 (17,573,988) (Continued)

46 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Income taxes returned Income taxes paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at FVTOCI Acquisition of financial assets carried at cost Proceeds from disposal of financial assets carried at cost Acquisition of investments accounted for equity method Acquisition of property and equipment Proceeds from disposal of property and equipment Acquisition of intangible assets Cash outflows from business combination Acquisition of investment properties Proceeds from disposal of investment properties Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in due to the Central Bank and banks Increase in commercial paper payable Decrease in commercial paper payable Proceeds from issuing corporate bonds Repayment of corporate bonds Issuance of bank debentures Repayment of bank debentures Increase in other borrowings Decrease in other borrowings Repayment of the principal portion of lease liabilities Cash dividends distributed Redemption of preferred stock D Exercise of employee stock options Changes in non-controlling interests Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES	2020 $ 190,348 (2,478,581) 7,057,533 1,929 - 6,000 - (1,309,057) 1,882 (1,150,896) (2,346) (931) 188,002 (2,265,417) (3,311,002) - (7,432,000) 13,300,000 - - - - (28,252) (733,513) (7,849,089) - 55,649 (99,757) (6,097,964) (13,606)	2019 $ 9,957 (1,012,581) 40,275,013 3,384 (3,070) - (10,000) (1,009,039) 38,099 (486,382) - (273,117) - (1,740,125) (4,259,178) 10,640,000 - 7,000,000 (7,000,000) 5,000,000 (9,900,000) 5,895 - (617,100) (6,837,319) (4,200,000) 31,419 (194) (10,136,477) (54,108) (Continued)

47 -

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR Reconciliation of cash and cash equivalents: Cash and cash equivalents in consolidated balance sheets Call loans to banks qualifying as cash and cash equivalents under the definition of IAS 7 Securities purchased under resell agreements qualifying as cash and cash equivalents under the definition of IAS 7 Cash and cash equivalents at the end of the year	2020 $ (1,319,454) 55,000,231 $ 53,680,777 2020 $ 24,467,895 25,233,907 3,978,975 $ 53,680,777	2019 $ 28,344,303 26,655,928 $ 55,000,231 2019 $ 24,168,532 19,496,374 11,335,325 $ 55,000,231 (Concluded)

48 -

TAISHIN FINANCIAL HOLDING CO., LTD. TAISHIN FINANCIAL HOLDING CO., LTD.

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CASH AND CASH EQUIVALENTS FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME SECURITIES PURCHASED UNDER RESALE AGREEMENTS RECEIVABLES, NET CURRENT TAX ASSETS INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD PROPERTY AND EQUIPMENT, NET RIGHT-OF-USE ASSETS, NET OTHER ASSETS TOTAL	2020 $ 109,411 1,992 450,126 1,188,607 - 219,875,975 2,533 - 18,829 $221,647,473	2019 LIABILITIES AND EQUITY $ 3,031,477 LIABILITIES Commercial papers issued, net Payables 1,980 Current tax liabilities Bonds payable - Lease liabilities 1,232,846 Total liabilities 229,092 EQUITY Capital stock 209,319,394 Common stock Preferred stock 3,990 Advance receipts for capital stock Capital surplus 5,984 Retained earnings Legal reserve 17,538 Special reserve Unappropriated earnings Other equity Total equity $213,842,301 TOTAL	2020 $ 999,576 587,462 1,998,212 32,000,000 - 35,585,250 109,115,662 8,000,000 11,336 35,928,795 11,777,396 571,970 18,831,418 1,825,646 186,062,223 $221,647,473	2019 $ 9,994,377 968,791 1,982,724 22,000,000 7,027 34,952,919 106,567,044 8,000,000 11,077 35,955,405 10,357,137 572,115 16,373,487 1,053,117 178,889,382 $213,842,301

49 -

TAISHIN FINANCIAL HOLDING CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INCOME Share of profit of subsidiaries and associates accounted for using equity method Interest income Other income Total income EXPENSES AND LOSSES Operating expenses Interest expenses Total expenses and losses INCOME BEFORE INCOME TAX INCOME TAX (EXPENSE) BENEFIT NET INCOME OTHER COMPREHENSIVE INCOME Components of other comprehensive income that will not be reclassified to profit or loss Remeasurement of defined benefit plans Unrealized gain on investments in equity instruments designated as at FVTOCI Share of the other comprehensive income of associates accounted for using equity method Components of other comprehensive income that will be reclassified to profit or loss Share of the other comprehensive income of associates accounted for using equity method Other comprehensive income, net of tax TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE Basic Diluted	2020 $ 15,418,827 6,093 19,808 15,444,728 (622,727) (475,969) (1,098,696) 14,346,032 147,390 14,493,422 3,774 11 511 468,563 472,859 $ 14,966,281 $1.17 $1.17	2019 $ 15,302,418 4,752 22,428 15,329,598 (319,125) (450,715) (769,840) 14,559,758 (71,737) 14,488,021 (86) (15) 542,715 476,908 1,019,522 $ 15,507,543 $1.16 $1.16

50 -

TAISHIN FINANCIAL HOLDING CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

				Equity Attri	Equity Attri	butable to Owners	Parent
	Capital Stock	Advanced Receipts for Capital Stock $ 3,996 - - - - - - - - - 7,081 - $ 11,077 $ 11,077 - - - - - - - - 259 - $ 11,336		Capital Surplus		Other $ - - - - - - - - - 3,213 - - $ 3,213 $ 3,213 - - - - - - - - - - $ 3,213	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 9,115,012 $ 572,115 $ 12,421,251 1,242,125 - (1,242,125 ) - - (5,306,652 ) - - (1,530,667 ) - - (2,170,903 ) - - 14,488,021 - - (62,000) - - 14,426,021 - - (180,801) - - - - - - - - (42,637) $ 10,357,137 $ 572,115 $ 16,373,487 $ 10,357,137 $ 572,115 $ 16,373,487 1,420,259 - (1,420,259 ) - - (6,029,510 ) - - (1,819,579 ) - - (2,466,618 ) - (145 ) 145 - - 14,493,422 - - (180,583) - - 14,312,839 - - - - - (119,087) $ 11,777,396 $ 571,970 $ 18,831,418
								Exchange Differences on Translation of U Financial Statements of Foreign Operations $ (372,863 ) - - - - - (303,087) (303,087) - - - - $ (675,950) $ (675,950 ) - - - - - - (277,106) (277,106) - - $ (953,056)
			Additional Paid-in Capital in Excess of Par $ 35,602,662 - - - - - - - (1,843,789) - 15,841 - $ 33,774,714 $ 33,774,714 - - - - - - - - 21,094 - $ 33,795,808	Treasury Stock Transactions $ 2,075,475 - - - - - - - - - - - $ 2,075,475 $ 2,075,475 - - - - - - - - - - $ 2,075,475	Stock-based Compensation $ 127,576 - - - - - - - - - (25,573) - $ 102,003 $ 102,003 - - - - - - - - (47,704) - $ 54,299
Common Stock 104,362,071 - - - 2,170,903 - - - - - 34,070 - $ 106,567,044 $ 106,567,044 - - - 2,466,618 - - - - 82,000 - $ 109,115,662	Preferred Stock $ 10,175,410 - - - - - - - (2,175,410) - - - $ 8,000,000 $ 8,000,000 - - - - - - - - - - $ 8,000,000

51 -

TAISHIN FINANCIAL HOLDING CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Net income before income tax Depreciation expense Amortization expense Net gain on fair value changes of financial assets and liabilities at fair value through profit or loss Interest expense Interest revenue Share-based payments Share of profit of subsidiaries and associates accounted for using the equity method Gain on disposal of property and equipment Changes in operating assets and liabilities Net changes in operating assets (Increase) decrease in receivables (Increase) decrease in other assets Net changes in operating liabilities Increase (decrease) in payables Interest received Dividend received Interest paid Income tax refund Income taxes paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investments accounted for using equity method Payments for property and equipment Proceeds from disposal of property and equipment Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in commercial papers issued Corporate bond issued Corporate bond repayment Repayment of the principal portion of lease liabilities Cash dividends distributed Exercise of employee share options Redemption of preferred stock D Net cash generated from (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD CASH AND CASH EQUIVALENTS IN BALANCE SHEET SECURITIES PURCHASED UNDER RESALE AGREEMENTS QUALIFYING AS CASH AND CASH EQUIVALENTS UNDER THE DEFINITION OF IAS 7 PERMITTED BY THE FINANCIAL SUPERVISORY COMMISSION	2020 $ 14,346,032 7,533 500 (82) 475,969 (6,093) 2,186 (15,418,827) (130) 2,121,228 974 (350,287) 6,073 5,331,402 (419,385) 190,348 (1,960,464) 4,326,977 - (93) 130 37 (9,000,000) 10,000,000 - (5,514) (7,849,089) 55,649 - (6,798,954) (2,471,940) 3,031,477 $ 559,537 $ 109,411 450,126 $ 559,537	2019 $ 14,559,758 7,658 500 (101) 450,715 (4,752) 4,775 (15,302,418) (550) 981,738 5,069 (11,118) 5,050 1,698,617 (465,659) - (652,687) 1,276,595 (800,000) (60) 550 (799,510) 7,500,000 7,000,000 (7,000,000) (5,948) (6,837,319) 31,419 (4,200,000) (3,511,848) (3,034,763) 6,066,240 $ 3,031,477 $ 3,031,477 - $ 3,031,477

52 -

【Attachment 4】

Taishin Financial Holding Co., Ltd. The Audit Committee's communications with the Internal Auditing Officers

April 29, 2021

The communications between the Audit Committee and the internal audit officers for the year 2020 are as follows:

are as follows:
Date	Form of Communication	Issues to communicate	Result
February 27, 2020	The Chief Auditor’s communication meeting with Independent Directors.	Penalties imposed by the competent authorities on the Company and its subsidiaries, major extraordinary events, primary examination findings, and material findings in internal audit reports during 2019 Q3 and Q4.	Accepted without further recommendations.
	The Audit Division presents its regular report to the Audit Committee.	Submission of the results of audit work for 2019 Q4.	Duly noted. Proceed as recommended.
May 21, 2020	The Audit Division presents its regular report to the Audit Committee.	Submission of the results of audit work for 2020 Q1.	Duly noted. Proceed as recommended.
August 20, 2020	The Chief Auditor’s communication meeting with Independent Directors.	Penalties imposed by the competent authorities on the Company and its subsidiaries, major extraordinary events, primary examination findings, and material findings in internal audit reports during 2020 Q1 and Q2.	Accepted without further recommendations.
	The Audit Division presents its regular report to the Audit Committee.	Submission of the results of audit work for 2020 Q2.	Duly noted. Proceed as recommended.
November 19, 2020	The Audit Division presents its regular report to the Audit Committee.	Submission of the results of audit work for 2020 Q3.	Duly noted. Proceed as recommended.

Notes: 1. The Audit Committee consists of all Independent Directors.

Other proposals that should be submitted for review by the Audit Committee are handled in accordance with Article 14-5 of the Securities and Exchange Act.

To:

Taishin Financial Holding Co., Ltd. 2021 Annual General Meeting

The Convener of the Audit Committee

Chang, Min-Yu

53 -

【Attachment 5】

Taishin Financial Holding Co., Ltd. Terms Sheet for 2020 First Domestic Unsecured Corporate Bonds

Taishin Financial Holding Co., Ltd. ("Taishin"), after being notified by the Taipei Exchange of its approval via letter (No.10900040331), sets the following terms for the bonds:

I. Name of bond: Taishin Financial Holding Co., Ltd. ("Taishin") 2020 First Domestic Unsecured Corporate Bond ("the Corporate Bond").
II. Issue amount: The issue amount of the Corporate Bond is 10 billion New Taiwan Dollars. Tranche A is 2.7 billion New Taiwan Dollars. Tranche B is 4.9 billion New Taiwan Dollars. Tranche C is 2.4 billion New Taiwan Dollars.
III. Face value: The Corporate Bond is issued in only one face value at one million New Taiwan Dollars.
IV. Maturity: The Corporate Bond Tranche A matures in five years, starting on May 20, 2020 and ending on May 20, 2025. The Corporate Bond Tranche B matures in seven years, starting on May 20, 2020 and ending on May 20, 2027. The Corporate Bond Tranche C matures in fifteen years, starting on May 20, 2020 and ending on May 20, 2035.
V. Issue price: The Corporate Bond is issued at par value on the issue date.
VI. Coupon rate: The coupon rate of Tranche A is fixed at 0.75% p.a. The coupon rate of Tranche B is fixed at 0.80% p.a. The coupon rate of Tranche C is fixed at 0.95% p.a.
VII. Interest calculation and payment: Starting on the issue date, the Corporate Bond pays simple interest, which is calculated and paid annually at the coupon rate adjusted by the actual number of days in the year. Interest payments shall be rounded to the nearest dollar based on respective face value. When a principal return date or interest payment date falls on a date on which the agent for payment of the principal and interest is closed for business, the principal or interest payment shall be paid without additional interest on the following business day. No interest shall be accrued on a principal or interest payment that is collected after the principal return date or interest payment date.
VIII.Return of principal: The principal of the Corporate Bond shall be returned in one lump sum at maturity.
IX. Type of collateral: The Corporate Bond is an unsecured corporate bond.
X. Form of bond: The Corporate Bond is issued without physical form and is registered with the Taiwan Depository and Clearing Corporation ("TDCC").
XI. Underwriter: The Corporate Bond is offered to the public. Taishin International Bank Co., Ltd. is the lead underwriter.
XII. Trustee: Taipei Fubon Commercial Bank Co., Ltd. is the Corporate Bond’s trustee (“the Trustee”); it exercises the rights of creditors on behalf of the creditors of the Corporate Bond to audit and ensure Taishin performs its obligations under the terms of issuance of
54 -

the Corporate Bond. As specified in the trustee agreement between Taishin and the Trustee, all creditors who hold the Corporate Bond in their portfolios, regardless of by subscription at time of issue or by purchase/transfer from a third party after the initial offering, shall agree to acknowledge the rights and obligations of the Trustee, shall agree to the terms of issuance of the Corporate Bond, and shall grant discretionary powers to the Trustee. Such authorization cannot be revoked prior to maturity of the Corporate Bond. The Trustee shall provide its services until the day the Corporate Bond is fully repaid. The content of the trustee agreement shall be made available for the creditors of the Corporate Bond to view at a business office operated by Taishin or the Trustee during specified business hours.

XIII.Agent for payment of the principal and interest: The Head office & Business Department of Taishin International Bank Co., Ltd is a payment agent; it shall handle all payment of the principal and interest on Taishin's behalf and shall complete book-entry transfers of principals and interests according to the list of bondholders provided by TDCC. The payment agent of the principal and interest shall, as required by law, withhold income taxes and compile withholding certificates and send them to the creditors of the Corporate Bond.
XIV. Notification: Unless otherwise stipulated by law, information regarding the Corporate Bond of which the creditors should be notified shall be announced and registered on the Market Observation Post System (accessible at http://mops.twse.com.tw).
XV. Target clients: The Corporate Bond is available only to professional investors as defined under the Taipei Exchange ("TPEx") Rules Governing Management of Foreign Currency Denominated International Bonds.
XVI. Other information: An application to list the Corporate Bond on TPEx shall be submitted according to the applicable regulations.
XVII.Matters not specified in these terms shall be governed by the Company Act, the Financial Holding Company Act, the Regulations Governing Corporate Bond Issuance by Financial Holding Companies, the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, and other regulations promulgated by the competent authorities.

Issuer: Taishin Financial Holding Co., Ltd. Representative: Wu, Tong-Liang April 23, 2020

55 -

【Attachment 6】

Taishin Financial Holding Co., Ltd. Earnings Distribution Plan

For 2020

Taishin Financial Holding Co., Ltd. Earnings Distribution Plan For 2020
		Unit: NT$
Beginning undistributed earnings Add: Net income for the current year Subtract: Losses on remeasurements of defined benefit plans Subtract: Loss on disposals of investments in equity instruments designated as at fair value through other comprehensive income Subtract: Provision of legal reserves Add: Reversal of special reserve (Description 1) Distributable earnings Distributions Class E preferred share dividends (issued in 2016) Class E preferred share dividends (issued in 2018) Common share dividends Closing undistributed earnings		$ 4,637,521,210 14,493,421,670 (180,582,245) (119,087,325) (1,419,375,210) 144,352 17,412,042,452 (1,187,500,000) (570,000,000) (11,017,021,242) $ 4,637,521,210

Description:

Paragraph 1, Article 41 of the Securities and Exchange Act and the Enforcement Letter “Financial-SupervisorySecurities-Corporate-1090150022” dated March 31, 2021 together stipulate that when first adopting the International Financial Reporting Standards, an amount equal to that of the unrealized revaluation increment shall be recognized as retained earnings under the recognized shareholder equity and allocated as a special reserve. The Company may subsequently reverse the proportion originally recognized as the special reserve to distributable profits when disposing of relevant assets. In 2020, an affiliated enterprise disposed of assets whose unrealized revaluation increments had been set aside as a special reserve; the affiliated enterprise then reversed this special reserve in the manner stipulated by the aforementioned regulations. In response, Taishin FHC has reversed an amount of its special reserve proportional to the value of the unrealized revaluation increment derecognized by said affiliated enterprise.
Taishin issued Class E preferred shares in 2016 and in 2018. The amount of dividend distribution is based on the terms of issue and the ratio of the actual number of outstanding shares to the number of outstanding shares throughout the year in 2020.
The common share dividends shall be distributed at approximately NT$1.00 per share, which consists of cash dividends of approximately NT$0.55 per share and stock dividends of approximately NT$0.45 per share. Issuance of new common shares as stock dividends shall be discussed in a separate agenda item.
The amount of dividends distributed to each common share is based on 10,913,617,170 shares outstanding as at April 13, 2021 (including 307,000 shares of employee stock options exercised but unregistered). The amount per share actually distributed will vary due to any treasury stock transactions and exercise of employee stock options that occur before the ex-dividend/ex-right date; however, the total amount distributed will remain unchanged.
The Board of Directors has authorized the Chairman to set the ex-dividend date and the payment date of cash dividends for Class E preferred shares. Otherwise, the ex-dividend/ex-right date and the payment date of the dividends for common shares will be determined by the Board of Directors.
The cash dividends shall be allocated among common shareholders according to their shareholding ratio, and rounded down to the nearest integer in dollars. The remaining amount will be recognized as the Company's other income.
Dividend distribution shall be based on net income for the current year.
Contents and figures are subject to the competent authority's approval.

Chairman: Wu, Tong-Liang President: Welch Lin Accounting Officer: Vincent Tsai

56 -

【 Attachment 7 】

Taishin Financial Holding Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Article1 The Company is incorporated pursuant to the Financial Holding Company Act, the Company Act, and other relevant laws and regulations. The name of the Company shall be “Taishin Financial Holding Co., Ltd.” (abbreviated to “Taishin Holdings”)
Article 2 The business objectives of the Company are to derive the economic benefits of financial institutions, to enhance the synergy from financial cross selling, to protect the public interest, and to support the financial policies of the country.
Article 3 The Company has its head office in Taipei City. The Company may set up branches in proper locations domestically or overseas.
Article 4 Public announcements of the Company shall, except where otherwise stipulated by the competent authority in charge of securities and exchange, be posted on the daily newspapers circulating in the municipality/city/county where the Company is located.

Chapter 2 Shares

Article 5 The authorized capital of the Company is NT$200,000,000,000, divided into 20 billion shares at par value of NT$10. The Board of Directors is authorized to issue the shares of capital in installments. 2 billion shares shall be reserved for the Company to issue shares for stock warrants, shares with warrants or corporate bonds with warrants.
Article 5-1 For the purpose of employee motivation, the Company may issue stock warrants or handle stock transfer through the following methods:
Issuing employee stock warrants at a price lower than the closing price of the Company's shares on the issuing date, subject to approval by shareholders’ meeting.
Transfering the Company’s shares to employees at a price lower than the average buyback price of the Company's shares, as approved in the most recent shareholders’ meeting.

The issuance of stock warrants or transfer of buyback shares mentioned in the preceding paragraph shall be handled in accordance with relevant laws and regulations. The resolution of such shall be adopted by two-third of the voting rights exercised by the shareholders present at the shareholders’ meeting, who represent a majority of the outstanding shares of the Company.

Article 5-2 Qualification requirements that entitle employees to receive shares when the company buys back its shares or issues new shares, employee stock warrants or restricted stock for employees can, in accordance with the law, include employees of subsidiaries that meet certain requirements.
Article 6 The Company's shares shall be registered, including ordinary shares and preferred shares issued in installment under different terms and conditions. The shares shall be
57 -

numbered and signed/sealed by at least three directors of the Company, and shall be administered in accordance with the requirements of the competent authority in charge of the securities and exchange.

The issued shares of the Company may not be represented by the physical share certificates or may alternatively be represented by a consolidated certificate for the shares issued through several tranches, provided that the new shares or the consolidated certificates shall be registered with, or in the custody of, the centralized securities depository institution.

Article 7 (Deleted).

Article 8 (Deleted).

Article 8-1 (Deleted).

Article 8-2 The Company has issued 217,541,046 Class D registered preferred shares to registered owners. The rights and terms of issues are as follows:
Any earnings concluded in a financial year shall first make up for losses of previous years, right after statutory taxation and accounting adjustments. Any surpluses are subject to provision of legal reserve according to Article 40 of the Articles of Incorporation and other special reserves in accordance with laws and regulations. The remainder is subject to the distribution of Class C preferred share dividend for the current year and any unpaid dividend accumulated from previous years. Any remaining earnings shall be paid to Class D preferred shares as the current year’s dividend.
Class D preferred share dividends are payable at 6.5% per annum on the issue price. Dividends are paid annually in cash in one lump sum. Once the Company’s reports and statements have been acknowledged in the annual general meeting, the board of directors shall be authorized to set the ex-dividend date for the distribution of the Class D preferred share dividend. Dividends that are payable for the year of initial public offerings shall be prorated according to the actual number of days the shares are in circulation since the date of issue, relative to the total number of days of that year. The date of issue is defined as the date the Company receives additional capital.
In years when the Company concludes with insufficient or no surplus to fully pay off dividends for Class D preferred shareholders, the unpaid dividend will not be carried forward.
In addition to receiving dividends payable at the fixed rate stated in Paragraph 2 herein and Clause 2 of this paragraph, with approval of the Board of the Directors, Class D preferred shareholders are also entitled to receive a dividend distribution of ordinary shares at the ratio of two preferred shares for one ordinary share on any surplus remaining after Class C preferred shareholders are paid a dividend at the specified rate and after ordinary shareholders are paid an equivalent amount of Class D preferred share dividend. However, the Class D preferred shareholders are not entitled to receive shares that are issued against capitalized reserves.
58 -
In the event of liquidation, Class D preferred shareholders shall be given priority to claim on the Company’s remaining assets over ordinary shareholders, but they shall be subordinate to Class C preferred shareholders and shall receive no more than the offering value of Class D preferred shares.
Any premium received on the issue of Class D preferred shares shall be treated as capital surplus and should not be capitalized into paid-in capital during the circulation period of Class D preferred shares.
Class D preferred shareholders are not entitled to any voting rights in shareholders’ meetings. However, they have the right to be elected as directors and may vote in Class D preferred shareholders’ meetings and in general shareholders’ meetings with regards to agenda items concerning the rights of Class D preferred shareholders.
When the Company issues new shares for capital raising, Class D preferred shareholders shall be entitled equivalent preemptive rights on the new shares to Class C preferred shareholders and ordinary shareholders.
Three years after the issue date, one Class D preferred share may be converted into one ordinary share. Ten years after the issue date, the Company may repurchase a portion of or all of the outstanding Class D preferred shares at the issue price at any time. In the event that the Company decides to repurchase Class D preferred shares, the dividend payable for the current year shall be prorated according to the number of days that the shares are in circulation, relative to the total number of days in that year, and paid on the repurchase day.

In the event that both ordinary and preferred shareholders’ equity are decreased proportionally due to a reduction of share capital against cumulative losses, Class D preferred shareholders’ equity shall be adjusted/made up for the amount decreased so that Class D preferred shareholders’ interest is maintained at the same level as when the shares were initially issued.

Article 8-3 When the number of the Company's outstanding Class D preferred shares have exceeded 200 million (inclusive), the following activities, which would influence the rights and interests of Class D preferred shareholders, should be approved in advance at a Class D preferred Shareholders’ Meeting.
Issuing new shares for cash at a price which is lower than the fair market value prescribed by law or at any other consideration, or issuing equity-related securities for the purpose of merger or similar transactions. The issuance of new shares for the capitalization of employee bonus is not included.
Issuing securities which are convertible to equities or warrants for subscription at a price lower than the fair market value; or converting/subscribing such securities at a price lower than the fair market value.
Distributing dividends or issuing bonus shares which dilute the Class D preferred shareholders’ interests. The issuance of new shares for the capitalization of employee bonus according to the Articles of Incorporation is not included.
Other activities involving the distribution or allocation of securities which may
59 -

have a similar effect as the activities prescribed in the above subparagraphs.

Article 8-4 The Company issues 3,500,000,000 Class E registered preferred shares ("Class E preferred shares"), which may be issued in installment. The rights, obligations and other important terms of issues associated with Class E preferred shares are as follows:

The dividend rate for Class E preferred shares should not exceed 8.00% p.a. of the issue price. In years when the Company concludes with insufficient or no surplus to fully pay off dividends for Class E preferred shareholders, the unpaid dividend will not be carried forward to years with earnings.
The Company has sole discretion on the distribution of Class E preferred share dividends. Earnings distribution proposals will be devised by the Board of Directors in accordance with Article 40-1 of the Articles of Incorporation and then submitted to the Annual General Meeting of Shareholders for acknowledgment. Earnings available for distribution to preferred shares and ordinary shares under an acknowledged earnings distribution proposal will be distributed firstly to Class D preferred shares and then to Class E preferred shares, if any earnings remain. Any remaining balance shall be distributed according to the Articles of Incorporation.
Dividends on Class E preferred shares will be paid in cash. Once the Company's financial statements have been acknowledged and earnings distribution approved during the Annual General Meeting of Shareholders, the Board of Directors shall be authorized to set the ex-dividend date for the distribution of the Class E preferred share dividend. Dividends that are payable for the year of issuance shall be prorated according to the actual number of days the shares are in circulation since the date of issue, relative to the total number of days of that year. In the year of redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the preferred shares remained outstanding in that year.
Except for the dividends prescribed in the three preceding subparagraphs herein, Class E preferred shareholders are not entitled to participate in the distribution of cash or stock dividends with regard of the ordinary shares and other preferred shares derived from earnings or capital reserves.
In the event of liquidation, Class E preferred shareholders shall be given priority to claim on the Company's remaining assets over ordinary shareholders, but they shall be subordinate to Class D preferred shareholders and shall receive no more than the issuance amount of outstanding Class E preferred shares.
Any premium received on the issue of Class E preferred shares shall be treated as capital surplus and should not be capitalized into paid-in capital during the circulation period of Class E preferred shares.
Class E preferred shareholders are not entitled to any voting rights or election rights in Shareholders’ Meetings. However, they may vote in Class E Preferred Shareholder Meetings and in General Shareholder Meetings with regard to agenda items concerning rights and obligations of Class E preferred shareholders.
60 -
When the Company issues new shares for capital raising, Class E preferred shareholders shall be entitled to equivalent preemptive rights on the new shares to ordinary shareholders and Class D preferred shareholders.
Seven years after the issue date, the Company may, subject to the competent authority's approval, recall a portion of or all of the outstanding Class E preferred shares at any time at the issue price. The rights and obligations associated with any remaining outstanding Class E preferred shares shall continue as specified herein.
Matters regarding issuance of Class E preferred shares not specified herein shall be governed by the applicable laws and regulations, the Articles of Incorporation, and the competent authority's rules. If the competent authority deems it necessary to modify the terms of issuance for Class E preferred shares, the Board of Directors is authorized to proceed accordingly.

When Class E preferred shares are issued in installment within the limit described under the first paragraph, the Board of Directors is authorized to decide the actual number of shares, issue price, and dividend rate for each issuance according to the Company's capital plans and market conditions at the time of issuance and the terms of issuance under the preceding subparagraphs. Details of issuance by private placement or issuance involving an increased percentage of public offering shall be submitted to the Shareholders’ Meeting for approval.

Article 8-5 The Company issues 4,000,000,000 Class F registered convertible preferred shares ("Class F preferred shares"), which may be issued in installment. The rights, obligations and other important terms of issuance associated with Class F preferred shares are as follows:
The dividend rate for Class F preferred shares should not exceed 7.00% p.a. of the issue price. In years when the Company concludes with insufficient or no surplus to fully pay off dividends for Class F preferred shareholders, the unpaid dividend will not be carried forward to years with earnings.
The Company has sole discretion on the distribution of Class F preferred share dividends. Earnings distribution proposals will be devised by the Board of Directors in accordance with Article 40-1 of the Articles of Incorporation and then submitted to the Annual General Meeting of Shareholders for acknowledgment. Earnings available for distribution to preferred shares and ordinary shares under an acknowledged earnings distribution proposal will be distributed firstly to Class D and Class E preferred shares and then to Class F preferred shares, if any earnings remain. Any remaining balance shall be distributed according to the Articles of Incorporation.
Dividends on Class F preferred shares will be paid in cash. Once the Company's financial statements have been acknowledged and the earnings distribution approved during the annual general meeting of shareholders, the board of directors shall be authorized to set the ex-dividend date for the distribution of the Class F preferred share dividend. Dividends that are payable for the year of issuance shall be prorated according to the actual number of days the shares are
61 -

in circulation since the date of issue, relative to the total number of days of that year. In the year of redemption, the distribution of the payable dividends shall be calculated based on the actual number of days the preferred shares remained outstanding in that year.

Except for dividends prescribed in the three preceding subparagraphs herein, Class F preferred shareholders are not entitled to participate in the distribution of cash or stock dividends with regard of the ordinary shares and other preferred shares derived from earnings or capital reserves.
In the event of liquidation, Class F preferred shareholders shall be given priority to claim on the Company’s remaining assets over ordinary shareholders, but shall be subordinate to Class D and Class E preferred shareholders and shall receive no more than the issuance amount of outstanding Class F preferred shares.
Any premium received on the issue of Class F preferred shares shall be treated as capital surplus and should not be capitalized into paid-in capital during the circulation period of Class F preferred shares.
Class F preferred shareholders are not entitled to any voting rights or election rights in Shareholders’ Meetings. However, they may vote in Class F Preferred shareholder Meetings and in General Shareholders’ Meetings with regard to agenda items the concerning rights and obligations of Class F preferred shareholders.
When the Company issues new shares for capital raising, Class F preferred shareholders shall be entitled to equivalent preemptive rights on the new shares to ordinary shareholders and Class D and Class E preferred shareholders.
The conversion lockout period for Class F preferred shares may not be shorter than three years after the issue date. One Class F preferred share will be able to be converted into one ordinary share after the lockout period.
Ten years after the issue date, the Company may, subject to the competent authority's approval, recall a portion of or all of the outstanding Class F preferred shares at any time at the issue price. The rights and obligations associated with any remaining outstanding Class F preferred shares shall continue as specified herein.
Matters regarding the issuance of Class F preferred shares not specified herein shall be governed by the applicable laws and regulations, the Articles of Incorporation, and the competent authority's rules. If the competent authority deems it necessary to modify the terms of issuance for Class F preferred shares, the Board of Directors is authorized to proceed accordingly.

When Class F preferred shares are issued in installment within the limit described under the first paragraph, the Board of Directors is authorized to decide the actual number of shares, issue price, dividend rate, and conversion lockout period for each issuance according to the Company's capital plans and market conditions at the time of issuance and the terms of issuance under the preceding subparagraphs.

62 -

Details of issuance by private placement or issuance involving an increased percentage of public offering shall be submitted to the Shareholders’ Meeting for approval.

Article 8-6 Unless otherwise prescribed by law or stipulated in the Articles of Incorporation, the Company shall ensure that all shareholders are granted the same rights to participate in the distribution in the event that the Company wishes to return capital by means of capital allocation or reduction, or if it wishes to make exceptional cash payments for reasons other than earnings distribution.
Article 9 No change shall be made to the shareholders' roster within 60 days prior to an Annual General Meeting, or within 30 days prior to an extraordinary shareholders’ meeting, or within 5 days prior to the record date determined for the distribution of dividends, bonus, or other benefits.
The period prescribed in the preceding paragraph shall be calculated from the meeting day or the record date.
Article 10 The share related matters shall be handled in accordance with the Company Act, the guidelines announced by the competent authority in charge of the securities industry, and other relevant laws and regulations.

Chapter 3 Business

Article 11 The Company is engaged in the financial holding business. (Code H801011)

Article 12 The Company's scope of business is as follows:

The Company may invest in the business stipulated in the Financial Holding Company Act.
Management of invested businesses.
Investment in the business other than as specified in subparagraph 1 above, subject to approval of the competent authority, but may not involve in the operation and management of such business.
Other related business approved by the competent authority.
Article 13 The total amount of investment shall not be limited to the 40% of paid-in capital set forth in the first paragraph of Article 13 of the Company Act.

Article 14 (Deleted).

Chapter 4 Shareholders’ Meetings

Article 15 The Company holds two types of Shareholders’ Meetings: Annual General Meetings and Extraordinary Shareholders’ Meetings. The Annual General Meeting is convened at least once a year and no later than six months after the end of the financial year. Extraordinary Shareholders’ Meetings may be held whenever necessary, subject to compliance with the Company Act.

Unless otherwise specified in the Company Act or other relevant laws, all shareholders’ meetings are to be called by the Board of Directors.

Article 16 A notice of the time, venue, and the proposal of the meeting shall be given to each

63 -

shareholder 30 days in advance of convening an Annual General Meeting, or 15 days in advance of convening an Extraordinary Shareholders’ Meeting, and the notice shall be publicly announced. Subject to agreement by the receiving party, meeting notices may also be delivered electronically.

For shareholders holding less than one thousand shares, the aforementioned meeting notices may be communicated by way of public announcement instead.

Article 17 Shareholders may appoint proxies to attend Shareholders’ Meetings by completing the Company's proxy forms for each meeting, specifying the scope of delegation. With regard to the number of shares and voting rights to be represented by each proxy, the Company shall follow the relevant regulations. Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must arrive at the Company at least five days before the shareholders’ meeting. In the event that more than one proxy form is issued, the proxy form that arrives first shall prevail. However, exception shall be granted if the shareholder issues a proper declaration to revoke the previous proxy arrangement.
Should the shareholder decide to attend a Shareholders’ Meeting personally or to exercise voting rights in writing or through electronic means after a proxy form has been delivered to the Company, a written notice should be sent to the Company no later than two days before the meeting commences to revoke the proxy arrangement. If the revocation is made after the prescribed period, then the voting decision exercised by the proxy shall prevail.
The proxy for the Shareholders’ Meeting shall be considered invalid if the submitted form is not that which is printed by the Company.
Article 18 Unless otherwise prescribed in the Company Act or in the Articles of Incorporation, each share is entitled to one voting right.
When electing Directors in the Shareholders’ Meeting, each share shall have votes equivalent to the number of elected Directors to be elected. Such votes may be cast for one single director or may be allocated among the number of the directors to be voted for. Those receiving ballots representing the larger number of votes shall be elected as the directors.

Article 19 Matters to be resolved and executed by the Shareholders’ meeting are:

Establishment and amendment of the Articles of Incorporation for the Company.
Election of directors.
Examination and ratification of the reports and statements prepared by the Board of Directors, as well as the Audit Committee's reports.
Resolutions on the issuance of new shares due to capitalization of earnings and reserves.
Resolutions on the distribution of earnings and make-up of deficits.
Resolutions on remuneration for directors.
Resolutions on the liquidation, merger, or divestment of the Company.
Resolutions on significant changes in business policies.
Other matters to be resolved in the Shareholders’ Meeting for statutory reasons.
64 -
Article 20 If the Shareholders’ Meeting is convened by the Board of Directors, the Chairperson of the Board shall preside over the meeting. If the Chairperson is unable to perform his duties due to leave of absence or for any other reason, the Vice Chairperson shall act on the Chairperson's behalf. If there is no Vice Chairperson or if the Vice Chairperson is on leave or unable to perform his/her duties, the Chairperson shall appoint a director to act on his/her behalf. If the Chairperson does not appoint anyone to act on his/her behalf, a representative shall be elected from among the directors. If the meeting is convened by an authorized party other than the Board of Directors, the meeting shall be chaired by the authorized convener. If there are two or more conveners, one of them shall be elected to chair the meeting.
Article 21 Unless otherwise prescribed in the Financial Holding Company Act, Company Act or other regulations, resolutions in the Shareholders’ Meeting shall be adopted by a majority vote of the shareholders present, who together must represent more than one-half of the total number of voting shares.
Article 22 Representation of the institutional shareholders is not limited to one person, but the number of votes of such institutional shareholder shall be determined by the aggregate number of the shares held by such institutional shareholders.
When an institutional shareholder has two or more representatives, the voting right of such institutional shareholder shall be jointly exercised by the representatives.
Article 23 The minutes of the Shareholders’ Meetings shall be prepared, duly signed or chop sealed by the Chairperson of the Shareholders’ Meeting, and distributed to the shareholders within 20 days after Shareholders’ Meetings.
The meeting minutes prescribed in the preceding paragraph may be distributed by means of public announcement.
Article 24 The rules stipulated in the Chapter shall also apply to the preferred shareholders’ meeting of the Company.

Chapter 5 Directors

Article 25 The Company shall have a Board of Directors that comprises seven to nine members, and the Board of Directors shall set the number to be elected within the above range. The Company adopts a nomination system for independent director elections. The election of non-independent directors shall adopt a nomination system on or after July 1[st] , 2015. The directors and independent directors shall be elected among shareholders from the candidate list in Annual General Meetings in accordance with the Financial Holding Company Act, Company Act, and relevant laws and regulations, unless otherwise specified by other laws and regulations.
All of the Company's directors shall maintain share ownership within the levels stipulated by the securities authority.
The credentials of the Company’s directors shall meet the criteria set forth in the guidelines set by the competent authority.

The Company may remunerate directors for their services, no matter whether the

65 -

company has generated profits. The Board of Directors is authorized to determine the level of remuneration for the above parties based on their individual participation and contribution to the Company's operations, and in reference to industry peers.

Article 25-1 Among the number of directors of the Board prescribed in the preceding article, the number of independent directors of the Company shall be no less than three or no less than one fifth of the total number of directors, whichever is higher. With respect to professional qualifications, shareholdings, restrictions on holding concurrent posts, nomination, election/appointment and other compliance-related requirements for independent directors, the Company shall follow the relevant laws and regulations announced by the competent authority in charge of the securities and exchange.
Article 25-2 The Board of the Company shall set up the Audit Committee to replace the role of supervisors, which shall consist of the entire roster of independent directors. It shall be no less than three in number, one of whom shall serve as the convener, and at least one of whom shall have accounting or finance expertise. Exercise of powers and other compliance matters of the Audit Committee shall be handled in accordance with relevant laws and regulations or provisions of the Articles of Incorporations of the Company.

Article 26 Directors shall serve a term of three years and may be reelected.

In the event that the tenure of directors is due and there is not enough time for the Company to elect the new directors, his/her tenure shall continue until the new directors are elected; provided that the competent authority may, by exercising its power, order the Company to elect the new directors in a prescribed period. Should the new directors fail to be elected in the prescribed period, the tenure of directors shall be automatically ceased.
Article 27 The Company shall have one Chairperson of the Board of Directors to be elected from among the directors by a majority vote at a Board Meeting at which more than two-thirds of the directors are present. The Company may have one Vice Chairperson to be elected in the same procedure as above.
The Chairperson shall chair the Shareholders’ Meetings and the Meetings of the Board of Directors, and shall represent the Company.
Article 28 The Company shall convene regular meetings for the Board of Directors on a quarterly basis. Ad hoc meetings may be arranged whenever it is considered necessary or urgent. Unless otherwise prescribed by laws and regulations, Board of Directors' Meetings shall be convened by the Chairperson.
The meeting notice shall specify the reasons for convening the meeting and shall be sent to the Directors by mail, e-mail, fax, or hand delivery at least 7 days prior to the meeting. The notice of convening an ad hoc Board Meeting may be delivered in the same way as above.
Unless otherwise stipulated by the Financial Holding Company Act, Company Act, or other laws and regulations, a Board of Directors Meeting at which a resolution
66 -

is adopted shall be attended by a majority of the Directors and at which meeting a majority of those who present shall have voted in favor of such a resolution.

Article 29 If the Chairperson is unable to perform his/her duties due to leave of absence or any other reason, the Vice Chairperson shall act on the Chairperson's behalf. If the Vice Chairperson is also on leave or unable to perform his/her duties, the Chairperson shall appoint one of the directors to act on his/her behalf. If the Chairperson does not appoint a deputy, the remaining directors shall appoint an Acting Chairperson from among themselves.
Article 30 Directors shall attend Board of Directors' Meetings in person. If a director is unable to attend a meeting, he/she may appoint a proxy to attend the meeting by completing the Company's proxy forms for each meeting, specifying the scope of delegation. A director may act as the proxy for only one other director.

Article 31 The functions and responsibilities of the Board of Directors:

Review and approval of business policies and plans.
Review and approval of the budget and final accounts.
Review or approval on the establishment and amendment of important policies and regulations.
Pass resolutions on the issuance of new shares.
Determine proposals on the distribution of earnings or make-up of deficits.
Pass resolutions on the issuance of corporate bonds.
Pass resolutions on plans for redeeming shares of the Company.
Review or approval on investments, as well as the acquisition, disposal, and lease of assets or dian rights.
Review or approval on important contracts.
Appoint, dismiss, and determinate the remuneration of managers, chief auditor, and other employees of equal job level.
Convene the Shareholders’ Meetings and submit the agenda and reports for the meeting.
Execute the resolutions of the Shareholder's Meeting.
Matters requiring resolution in the Board of Directors' meeting pursuant to the "Guidelines Governing the Division of Job Responsibilities" of the Company.
Appoint, dismiss, and approve remuneration for the Company's CPA.
Appoint directors and supervisors of subsidiaries.
Review of matters assigned by the Chairman or proposed by the President.
Resolve other important matters commissioned.
Other matters to be executed by the Board of Directors as required by law or authorized by the Shareholders’ Meeting.
Article 31-1 The Board of Directors may, pursuant to the relevant laws and regulations, purchase liability insurance contracts for the Company's directors and key employees to cover the respective compensation liabilities involved when performing their duties.
67 -
Article 31-2 The Board of Directors may authorize the Chairperson or relevant managers/departments to review and approve various issues during recess of the Board, including the approval of internal policies, appointment (or reappointment) of directors and supervisors of subsidiaries, making and amendment of the "Guidelines Governing the Authority and Responsibility", etc. This, however, shall not apply to matters which are required to be resolved in the Board of Directors Meetings for statutory reasons or according to the “Guidelines Governing the Authority and Responsibility".
Article 31-3 In order to derive overall economic benefit of its operations, the Company may, where permitted by law, authorize the Board of Directors to integrate the resources of the Company and its subsidiaries and among subsidiaries, thereby enhancing cross-sector performance. The Company shall also establish a suitable and reasonable cost allocation system through communication and negotiation, based on the degree of resource-sharing and profit contribution of the Company and its subsidiaries and among subsidiaries.
Article 31-4 The Company may establish functional committees of different types. The organizational rules for functional committees shall include number of committee members, qualification requirements, term of office, job authorities and meeting procedures, etc. The organizational rules shall be submitted to the Board of Directors for approval.

Article 32 (Deleted).

Article 33 (Deleted).

Article 34 Directors of the Company may concurrently act as directors or supervisors of the Company’s subsidiaries.

Chapter 6 Managers

Article 35 The Company shall have one president, one Chief Auditor, and managers. The appointment, dismissal, and remunerations of such managerial personnel shall be decided in the Board of Directors' meetings, subject to compliance with the Company Act and relevant laws and regulations.
The appointment and dismissal of the President and Chief Auditor mentioned in the preceding paragraph shall be proposed by the Chairman and agreed upon by the Board of Directors. The appointment and dismissal of managers shall be proposed by the president and agreed upon by the Board of Directors in accordance the preceding paragraph.
Article 36 Except for the authority granted to the Shareholders’ Meeting and the Board of Directors by laws and regulations and the Articles of Incorporation of the Company, the Board of Directors is authorized to establish rules regarding the authority and responsibility of the Board of Directors, the Chairman, President, managers, and various departments.
Article 37 The credential of the Company’s President, Chief Auditor, and managers shall comply with the qualification standards established by the competent authority.
68 -

Article 38 (Deleted)

Chapter 7 Accounting

Article 39 The fiscal year of the Company shall be from January 1 to December 31. At the end of each fiscal year, the Board of Directors shall compile and submit the following reports and statements to the Shareholders’ Meeting for acknowledgment, pursuant to the legal procedures.
Business reports.
Financial statements.
Proposals for distribution of earnings or make-up of deficit.
The compilation, audit, reporting, and record keeping of the reports, statements, annual reports and other items required by the competent authority prescribed in the preceding paragraph shall be made in accordance with the Company Act, Securities and Exchange Act, Financial Holding Company Act, and other relevant laws and regulations.
Article 40 0.01% provision of the Company’s current year profit shall be made as employee bonus, and the Board of Directors shall decide to distribute the bonus in the form of shares or cash, which can also be distributed to employees of affiliated companies that meet the criteria specified in the Company Act. The Company may also make provision of director remuneration no more than 1% of the aforementioned profit.
The Company shall first make up the accumulated deficits, if any, before allocating any profit to employee bonus and director remuneration.
Employee bonus and director remuneration proposals shall be presented to the Shareholders’ Meeting.
Article 40-1 Any earnings concluded in a financial year shall first make up for loss of previous years, right after statutory taxation and accounting adjustments. Any surplus is subject to provision of a 10% legal reserve and a special reserve according to law. The remainder shall be available for distribution of Class D preferred share dividend according to the priority specified by Article 8-2 in the Articles of Incorporation. The remaining balance, if any, will be combined with reversal of special reserves and initial cumulative undistributed earnings available for dividend distribution into the amount available for distribution as ordinary shares and every Class preferred shares. Cash dividends shall be no less than 10% of the total amount of dividend distribution in the same year. Earnings distribution proposals will be devised by the Board of Directors and submitted to the Annual General Meeting of Shareholders for acknowledgment.
The rights and obligations and the priority, amount, and method of distribution associated with every Class preferred shares shall be governed in accordance with the Articles of Incorporation.
Article 41 The Company shall adopt a residual dividend policy in the event that the dividend distribution for ordinary shares causes dilution of the equity of Class D preferred
69 -

shares during the period when the number of outstanding Class D special shares exceeds 200 million (inclusive). The purpose of this policy is to ensure continuous business development and profit growth, while taking into account working capital management and the capital adequacy level required by the competent authority and the international standards.

With regard to dividend distribution, the Company shall, in principle, distribute a stock dividend while considering business needs, capital plans, funds for reinvestment or acquisitions, major regulatory changes, etc. The remainder shall be distributed as cash dividend.

Chapter 8 Addendum

Article 42 The organization guidelines, detailed operational procedures and management policies shall be prescribed by the Board of Directors.

Article 43 For matters not covered herein, the provisions of the Company Act, Securities and Exchange Act, Financial Holding Company Act, and other relevant laws and regulations shall govern.
Article 44 These Articles of Incorporation were adopted on Dec. 7, 2001, in the Founders' Meeting.

Note:

2001/12/07 Adopted in the Founders' Meeting.

2003/06/06 The 1st revision was resolved in the 2003 General Shareholders’ Meeting to amend articles 5, 6, 18, 27, 29, 40, 41, and 44; to cancel article 7 and to add article 8-1.
2004/06/11 The 2nd revision was resolved in the 2004 General Shareholders’ Meeting to amend articles 8, 8-1, 35 and 44.
2005/06/10 The 3rd revision was resolved in the 2005 General Shareholders’ Meeting to cancel article 14 and amend articles 17, 25, 27, 37, 41 and 44.
2005/12/28 The 4th revision was resolved in the 2005 Extraordinary Shareholders’ Meeting to amend articles 5, 8-1, 25 and 40 and add article 8-2.
2006/06/09 The 5th revision was resolved in the 2006 General Shareholders’ Meeting to amend articles 8-1, 16, 17, 23, 25, 35, 39 and 41 and add articles 8-3, 8-4, 25-1 and 31-1.
2007/06/15 The 6th revision was resolved in the 2007 General Shareholders’ Meeting to amend article 13 and add article 31-2.
2008/06/13 The 7th revision was resolved in the 2008 General Shareholders’ Meeting to add article 5-1; cancel article 8 and amend articles 8-1, 8-2, 25, 31-2 and 40.
2009/06/26 The 8th revision was resolved in the 2009 General Shareholders’ Meeting to amend articles 8-1 and 8-2.
2010/06/18 The 9th revision was resolved in the 2010 General Shareholders’ Meeting to amend articles 28, 31 and 35 and add articles 31-3 and 31-4.
2011/06/24 The 10th revision was resolved in the 2011 General Shareholders’ Meeting on June 24, 2011 to amend articles 8-1, 8-2, 35, 36, 37 and 40 and cancel article 38.
2012/06/22 The 11th revision was resolved in the 2012 General Shareholders’ Meeting on June 22, 2012 to amend articles 8-1, 8-2, 16, 17, 23, 40 and 41. (According to the letter reply from the Financial Supervisory Commission dated April 11, 2013 under
70 -

reference Jin-Guan-Yin-Kong-Tze-10260001260, the implementation of articles 8- 1 and 8-2 shall be postponed).

2014/06/06 The 12th revision was resolved in the 2014 general shareholders’ meeting on June 06, 2014 to amend articles 8-1, 8-2, 15, 25 and 40.
2015/06/12 The 13th revision was resolved in the 2015 General Shareholders’ Meeting on June 12, 2015 to amend articles 8-2,18,19, Chapter 5,25,25-1,25-2,26,27,28, 31-1,32, 33,34,39,40.
2016/06/08 The 14th revision was resolved in the 2016 General Shareholders’ Meeting on June 08, 2016 to amend articles 5,8-2,8-4,8-5,8-6,40,40-1. (According to the letter reply from the Financial Supervisory Commission dated September 12, 2016 under reference Jin-Guan-Yin-Kong-Tze-10500206640, further elaboration shall be provided when specific issuance plan under article 8-5 is available.)
2017/06/16 The 15th revision was resolved in the 2017 General Shareholders’ Meeting on June 16, 2017 to amend articles 8-2,40.
2018/06/08 The 16th revision was resolved in the 2018 General Shareholders’ Meeting on June 08, 2018 to amend articles 8-2.
2019/06/14 The 17th revision was resolved in the 2019 General Shareholders’ Meeting on June 14, 2019 to amend articles 1 and to add article 5-2.
71 -

【 Attachment 8 】 Taishin Financial Holding Co., Ltd. Rules of Procedure for Shareholder Meetings

Article 1 (The basis)

The Rules of Procedure for Shareholders’ Meetings (the Rules) are established in accordance with Article 11 of the Corporate Governance Best-Practice Principles for Financial Holding Companies to provide sound governance over the Company's Shareholders’ Meetings, thereby enhancing the supervisory function of shareholders.

Article 2 (Applicable laws)

Unless otherwise specified by laws and regulations or the Articles of Incorporation, Shareholders’ Meetings of the Company shall be conducted in accordance with the Rules.

Article 3 (Convention and notice of Shareholders’ Meetings)

Unless otherwise specified by laws and regulations or the Articles of Incorporation, Shareholders’ Meetings are convened by the Board of Directors.

The Company shall prepare an electronic file which contains the meeting notice, a proxy form, an agenda (items for acknowledgement, approval, election and dismissal of directors), and remarks. The Company shall post it onto the Market Observation Post System (MOPS) 30 days prior to an Annual General Meeting, or 15 days prior to an Extraordinary Shareholders’ Meeting. An electronic copy of the Shareholders’ Meeting Manual and supplementary information shall be posted onto MOPS 21 days before an Annual General Meeting, or 15 days before an Extraordinary Shareholders’ Meeting. Hard copies of the Shareholders’ Meeting Manual and supplementary information shall be provided and made available 15 days prior to the meeting and shall be distributed to shareholders at the meeting venue on the day of meeting.

The meeting notice and public announcement shall specify agenda items. The meeting notices may be delivered electronically upon agreement by the specific shareholder(s). For shareholders holding fewer than one thousand shares, meeting notices may be communicated by way of public announcement.

Agenda items involving election or dismissal of directors, amendment of the Company’s Articles of Incorporation, reduction of capital, application for the approval of terminating the Company’s status as a public company, release of restrictions on competitive activities of directors, distribution of surplus profit in the form of new shares, distribution of reserve in the form of new shares, liquidation, merger, or spin-off of the Company, or any matters set forth in Article 185, Paragraph 1 of the Company Act, Article 26-1 or Article 43-6 of the Securities and Exchange Act, or Article 56-1 and 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be specified, and the essential contents shall be explained in the notices of the meeting and may not be proposed as special motions. The essential contents may be posted on the website designated by the competent

72 -

authority in charge of securities affairs or by the Company, and such website shall be indicated in the above notice.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the Shareholders Meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

Shareholders who own more than 1% of the Company's total issued shares may propose in writing one item to be included in the agenda of the Annual General Meetings. Each shareholder may only propose one agenda item; additional items will not be accepted. A shareholder proposal urging the Company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. The Board of Directors may disregard shareholders' proposals if the proposed agenda item involves any of the circumstances listed in Article 172-1, Paragraph 4 of the Company Act.

The Company shall notify the proposing shareholders of the acceptance or rejection of their proposal before the date of the meeting notice is sent. Meanwhile, accepted agenda items shall be included in the meeting notice. The Board of Directors shall give explanations for rejected proposals in the meeting.

Article 4 (Proxy and authorization)

Shareholders may appoint proxies to attend Shareholders’ Meetings by completing the Company's proxy form and specifying the scope of the delegated authority.

Each shareholder may issue one proxy form and delegate one proxy only. All proxy forms must arrive at the Company at least five days before the Shareholders’ Meeting. In the event that multiple proxy forms are issued, the proxy form that arrives first shall prevail. However, exception shall be granted if the shareholder issues a declaration to revoke the previous proxy arrangement.

Should the shareholder decide to attend the Shareholders’ Meeting personally or exercise voting rights in writing or through electronic means after a proxy form has been submitted to the Company, a written notice must be sent to the Company no later than two days before the meeting commences to revoke the proxy arrangement. If the revocation is made after the prescribed period, then the voting decision exercised by the proxy shall prevail.

73 -

Article 5 (Venue and time of Shareholders’ Meetings)

Shareholders’ Meetings shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9.00 a.m. nor later than 3.00 p.m.

Article 6 (Preparation of documents)

The Company shall provide an attendance book to record attendance of shareholders or proxies thereof (collectively referred to below as shareholders); alternatively, attendance cards may be presented instead of requiring shareholders to register their attendance in the attendance book.

Shareholders who attend the meeting shall be given a copy of the meeting manual, annual report, attendance certificate, speech note, ballots, and other information relevant to the meeting. Shareholders shall be given election ballots when there is an election of directors or supervisors.

To attend a Shareholders’ Meeting, shareholders must present an attendance certificate, an attendance card, or other proof of attendance. The Company should not require additional identification documents for shareholders’ attendance. Proxy solicitors must present proof of identity for verification.

Government agency shareholders or institutional shareholders may appoint more than one representative to attend the Shareholders’ Meetings. An institution acting as the proxy may appoint a single representative to attend the meeting.

Article 7 (Chairperson and other attendance)

If the Shareholders’ Meeting is convened by the Board of Directors, the Chairperson of the Board shall preside over the meeting. If the Chairperson is unable to perform such duties due to leave of absence or for any other reason, the Vice Chairperson shall act on the Chairperson's behalf. If there is no Vice Chairperson, or if the Vice Chairperson is on leave or unable to perform his/her duties, the Chairperson may appoint one of the directors to act on the Chairperson's behalf. If the Chairperson does not appoint anyone to act on his/her behalf, one shall be elected from among the directors to act on the Chairperson's behalf.

Shareholders’ Meetings that are convened by the Board of Directors should be chaired by the Chairperson in person and attended by more than half of the board members and at least one member of each functional committee. The attendance shall be recorded in the meeting minutes.

If the Shareholders’ Meeting is convened by an authorized party other than the Board of Directors, the convener will act as the meeting’s Chairperson. If there are two or more conveners present at the same time, one shall be appointed from among them to chair the meeting.

74 -

The Company may appoint legal counsels, certified public accountants, and/or other relevant personnel to attend the Shareholders’ Meeting.

Article 8 (Video- and tape-recording during Shareholders’ Meetings)

The Company, beginning from the time it accepts shareholder attendance registrations, shall make audio and video recordings of the shareholder attendance registration procedure, the proceedings of the Shareholders’ Meeting, and the voting and vote counting procedures.

The aforementioned recordings shall be kept for at least one year or up to the conclusion of any shareholder action initiated under Article 189 of the Company Act.

Article 9 (Attendance numbers and meeting commencement)

The quorum of the shareholders’ meeting shall be determined by the number of shares represented at the meeting. The number of shares represented at the meeting is calculated based on the total amount registered in the attendance book or the attendance cards collected, plus the number of shares where voting rights are exercised in writing or through electronic means.

The chairperson shall call the meeting to order as schedule. However, if the total number of shares represented at the meeting counts for less than half of the Company's total issued shares, the chairperson may announce to postpone the meeting for a maximum of two times with a total duration no more than one hour. The chairperson shall dismiss the meeting if there is no quorum after the aforementioned postponement(s).

If there is no quorum after the aforementioned postponement(s) but the number of shares represented at the meeting exceeds one-third of the total issued shares of the Company, tentative resolutions may be adopted in accordance to Article 175, Paragraph 1 of the Company Act. This tentative resolution shall be disclosed to all shareholders and another shareholders’ meeting shall be reconvened within one month.

If the number of shares represented in the meeting reaches 50% or more of all issued shares before the meeting ends, the chairperson may re-propose the tentative resolution to the meeting for voting according to Article 174 of the Company Act.

Article 10 (Meeting process)

If the Shareholders’ Meeting is convened by the Board of Directors, the Board of Directors shall determine the meeting proceedings. Votes shall be cast on each separate proposal in the agenda, including special motions and amendments to the original proposals set out in the agenda. The proceedings shall not be changed unless resolved in the Shareholders’ Meeting.

The above provision also applies if the Shareholders’ Meeting is convened by any authorized party other than the Board of Directors.

75 -

In either of the two arrangements described above, the Chairperson cannot dismiss the meeting while an agenda item (including any special motion) is in progress. If the Chairperson violates the meeting policy by dismissing the meeting when not authorized to do so, other members of the board shall immediately assist the attending shareholders to elect another Chairperson with the support of more than half of the voting rights there represented and shall continue the meeting.

The Chairperson shall allow adequate time to explain and discuss each agenda item, amendment, or special motion proposed in the meeting. The Chairperson may conclude the discussion as he/she sees fit, submit the proposals to vote for resolution, and schedule sufficient time for voting

Article 11 (Shareholders' speeches)

When a shareholder wishes to speak in the meeting, a speech note shall be filled out with a summary of the speech and the shareholder's account number (or the attendance ID serial number). The sequence of shareholders' speeches shall be determined by the Chairperson.

If a shareholder submits a speech note but does not deliver a speech, no speech shall be deemed to have been made by such shareholder. In cases where the contents of the speech of a shareholder are inconsistent with the contents of the speech note, the contents of the actual speech shall prevail.

Each shareholder shall speak no more than twice and shall speak for no more than five minutes each time unless otherwise agreed by the Chairperson. The Chairperson may stop shareholders’ speeches if the speeches are in violation of the Rules or if the shareholders speak outside the scope of the agenda item under discussion.

No shareholder shall interrupt the speech of another shareholder unless agreed by the Chairperson and the speaking shareholder. Any violators shall be prevented from speaking by the Chairperson.

Where an institutional shareholder has appointed two or more representatives to attend the Shareholders’ Meeting, only one representative may speak per agenda item.

After the shareholder has finished the speech, the Chairperson may answer the shareholder's queries personally or may appoint any relevant personnel to respond.

Article 12 (Voting rights and conflicts of interest)

The count of votes in a Shareholders’ Meeting is based on the number of shares represented at the meeting.

Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.

76 -

A shareholder shall abstain from voting and shall not act as proxy for others on agenda items where he/she has a conflict of interest against the Company.

The abstaining shareholder shall be excluded from the total voting rights represented in the meeting.

A person who is a proxy of two or more shareholders shall cast a vote with a maximum of 3% of the total number of voting shares, and the excess voting shares, if any, shall be declared invalid. The restriction does not apply to trust business or regulator-approved stock agencies.

Article 13 (Voting, ballot examination, and ballot count)

Every one share held by a shareholder has one voting right, subject to the provisions of Paragraph 2 in Article 179 of the Company Act.

Voting rights can be exercised in writing or by way of electronic transmission. If the method for exercising votes has been described in the notice of the Shareholders’ Meeting, shareholders who have voted in writing or by way of electronic transmission are considered to have attended such Shareholders’ Meeting in person but shall be deemed to have waived their rights with respect to any special motions or amendments to the original agenda items in such Shareholders’ Meeting.

Instructions to exercise votes in writing or by way of electronic transmission shall be delivered to the Company two days prior to the Shareholders’ Meeting. In the event that there are duplicate submissions delivered to the Company, the first submission shall prevail, unless an explicit statement arrives revoking the previous instruction.

If the shareholder decides to attend the Shareholders’ Meeting in person after submitting a voting instruction in writing or by way of electronic transmission, he/she shall, at least two days prior to the meeting date, serve a separate declaration to rescind his/her previous voting instruction. In the absence of a timely rescission of the previous voting instruction, the votes exercised in writing or by way of electronic transmission shall prevail. In the event that a shareholder has exercised his/her votes in writing or by way of electronic transmission and has at the same time appointed a proxy to attend the Shareholders’ Meeting, then the voting decision exercised by the proxy shall prevail.

Unless otherwise specified by the Company Act or the Articles of Incorporation, a resolution is adopted by a majority of the votes represented by the shareholders present at the meeting. At the time of a vote, and for each proposal, the Chairperson or his/her designate shall first announce the total number of voting rights represented by the attending shareholders. This will be followed by a poll of the shareholders. After the conclusion of the meeting, on the same day on which 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 MOPS.

77 -

In cases where there are several amendments or alternative resolutions to a certain agenda item, the Chairperson shall determine the order in which voting takes place on the new and original proposals. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

The Chairperson will appoint ballot examiners and ballot counters; the ballot examiners must be shareholders.

Vote counting for Shareholders’ Meeting proposals or elections shall be conducted in public at the place of the Shareholders’ 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 shall be made of the vote.

Article 14 (Election)

The election of directors shall be conducted in accordance with the Company’s relevant guidelines to the election and the result of the election, including the names of those directors and the numbers of voting rights with which they were elected, shall be announced at the meeting.

All ballots used in the election shall be sealed and signed by the ballot examiners, and properly kept for at least one year or up to the conclusion of any legal action initiated by shareholders under Article 189 of the Company Act.

Article 15 (Meeting minutes and acknowledgment)

The minutes of the Shareholders’ Meeting shall be prepared, duly signed or chop sealed by the Chairperson of the Shareholders’ Meeting, and distributed to the shareholders within 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.

The Company may distribute meeting minutes by posting details onto MOPS.

The minutes shall detail the date and venue of the meeting, the Chairperson's name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, including the statistical tallies of the numbers of votes and the votes received by each candidate in an election of board directors. These minutes should be kept for the duration of the Company

Article 16 (Disclosure)

The Company shall publish information regarding the number of shares acquired by solicitors and the number of shares represented by proxy agents using the prescribed format.

Within the regulated deadline, the Company shall post on MOPS all resolutions that are classified as material information as defined by the laws and regulations published by the Taiwan Stock Exchange Corporation.

78 -

Article 17 (Meeting order)

Personnel working at the Shareholders’ Meeting must wear identification cards or badges.

The Chairperson may instruct the disciplinary officers or the security staff to help maintain order in the meeting. Such disciplinary officers or security staff must wear either badges marked “Disciplinary Officers” or identification cards.

The shareholder making oral presentation at the meeting shall use the equipment provided by the Company, or the Chairperson may stop the presentation.

The Chairperson may instruct disciplinary officers or security staff to remove shareholders who violate the meeting rules or who refuse to obey the instructions given by the Chairperson.

Article 18 (Intermission)

The Chairperson may, at his/her discretion, set a time for the intermission. In the event of a major incident, the Chairperson may suspend the meeting temporarily and announce, depending the situation, when the meeting will resume.

The Shareholders’ Meeting may resolve to move the meeting to another venue to continue the meeting when the availability of the meeting venue is expired and the meeting is not completed.

Shareholders may resolve to postpone the meeting and to reconvene it within the next five days, according to Article 182 of the Company Act.

Article 19 (Level of approval authority)

The Rules shall take effect once approved in the Shareholders’ Meeting. The same applies to all subsequent changes.

Notes:

2011/06/24 Passed and adopted at the 2011 Annual General Meeting. The Rules previously established by the Company's founders on 2001.12.07 and later amended on 2003.06.06 were abolished at the same time.

2012/06/22 The 1[st] revision was resolved at the 2012 General Shareholders’ Meeting on June 22, 2012 to amend Articles 3, 4, 13, and 15.

2015/06/12 The 2[nd] revision was resolved at the 2015 General Shareholders’ Meeting on June 12, 2015 to amend Articles 3, 6, and 14.

2020/06/12 The 3[rd] revision was resolved at the 2020 General Shareholders’ Meeting on June 12, 2020 to amend Articles 3, 7, 8, 10, 13, 14, and 15.

79 -

【 Attachment 9 】

Taishin Financial Holding Co., Ltd.

List of Candidates (including independent directors) for election to the 8[th] Board of Directors

Nominations by the Board:

	Candidates (Non-Indepdent Director)	Gender	Education	Principal Experience	Shareholdings	Other Public Compa ny Boards (#)
1	Wu, Tong-Liang (Representative of Chia Hao Co., Ltd.)	Male	MBA, University of California, Los Angeles (UCLA) CA, USA	 Chairman of Taishin Holdings and Taishin Bank  Chairman of Taishin Charity Foundation  Chairman and Director of Taishin Venture Capital Investment  Chairman and President of Shinkong Synthetic Fibers  Vice Chairman of Teco Electric and Machinery  Director, Managing Director and Supervisor of First Commercial Bank, Taipei Business Bank and Hua Nan Bank  Managing Director of Shinkong Insurance and Shin Kong Life Insurance	Common Shares 20,744,846 Preferred Shares 976,284	0
2	Wu, Cheng-Ching (Representative of TASCO Chemical Co., Ltd.)	Male	Ph.D., Engineering, Tokyo University Tokyo, Japan	 Chairman and President of TASCO Chemical  Director of Taishin Holdings  Managing Director and Director of Chang Hwa Bank  Managing Director of Petrochemical Industry Association of Taiwan  Chairman of Taiwan Chemical Industry Association  Director of Pacific Cultural Foundation  Member of Steering Committee, China Youth Corps.  Director of Teacher Chang Foundation	Common Shares 425,462,696 Preferred Shares 9,371,667	0

80 -

3	Kuo, Jui-Sung (Representative of Hsiang-Chao Co., Ltd.)	Male	Ph.D., Physics, New Hampshire University NH, USA	 Director of Taishin Holdings and Taishin Bank  Professor of Department of Information Science, Business School, Soochow University  Professor of Department of Electrical Engineering, National Taiwan University  Chairman of TECO Technology Foundation  Director of TECO Image Systems  Supervisor of Sercomm  Director of International Bank of Taipei	Common Shares 10,322,227 Preferred Shares 498,864	2
4	Wang, Chu-Chan (Representative of Santo Arden Co., Ltd.)	Male	BA, Pharmaceutical , Kaohsiung Medical College Kaohsiung, TW	 Director and Standing Supervisor of Taishin Holdings and Taishin Bank  Director of TITAN II Venture Capital, Shinkong Investment Trust, Shin Kong Security and Taishin Bills Finance  Director of The China-Europe Creativity Cultural and Educational Foundation  Director and Supervisor of The Great Taipei Gas	Common Shares 6,130,796 Preferred Shares 304,820	1

	Candidates (Independent Director)	Gender	Education	Principal Experience	Shareholdings	Other Public compa ny Boards (#)
1	Lin, Yi-Fu	Male	BA, Accounting and Statistics, National Chengchi University Taipei, TW	 Independent Director of Taishin Holdings and Taishin Bank  Independent Director of Nanya Technology  Minister of Economic Affairs  Administrative Committee of Executive Yuan  Ambassador, Permanent Mission of the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu to the World Trade Organization  Consultant, Chinese National Association of Industry and Commerce,Taiwan	0	3

81 -

2	Chang, Min-Yu	Female	BA, Accounting, Tamkang University Taipei, TW	 Independent Director of Taishin Holdings and Taishin Bank  Executive CPA of Zhongxin United CPA Firm from 1986 to 2002 ( Zhongxin United CPA Firm later jointly formed Deloitte & Touche in 2003)  Supervisor of Leo Systems  Director of Chang Hwa Bank  Reorganizer of First International Telecom Inc.  Director of Chi-Tun Consulting	0	2
3	Kuan, Kuo-Lin	Male	MBA, University of Southern California CA, USA	 Independent Director of Taishin Holdings  Senior Consultant of McKinsey  Chairman and President of Citibank Taiwan Ltd.  Country Business Manager, Consumer Banking, Citibank N.A. Taiwan  Director of Citi Insurance Agency and Citi PropertyInsurance Agency	0	0

82 -

【 Attachment 10 】

Taishin Financial Holding Co., Ltd.

2021 Annual General Meeting

List of candidates for the 8[th] Board of Directors (including independent directors) to be released from non-competition restrictions

Name	Positions at Companies with Relevant Competition
Wu, Tong-Liang	Director of Jui-Siang Investment Director of Kuei-Yuan Investment Director of Taishin Real Estate Management Director of An-Sin Real Estate Management Supervisor of Chin-Shan Investment
Wu, Cheng-Ching	Director of China Investment & Development Director of CIDC Consultants
Lin, Yi-Fu	Independent Director of S&S Healthcare Holding Ltd.

83 -

【 Attachment 11 】

Taishin Financial Holding Co., Ltd. Director Election Policy

Article 1 The election of all directors within Taishin Financial Holding Co., Ltd. (the Company) shall proceed according to this policy.
Article 2 The Company's director elections shall proceed during shareholders'meetings.
Article 3 Directors shall be elected using the cumulative voting method. Unlesselsewhere specified in the Company's Articles of Incorporation, each shareshall have the number of votes equivalent to the number of Directors to beelected. Such votes may be cast for one single director or may be allocated among the number of the directors to be voted for.
Article 4 The company adopts nomination system for independent director elections. The election of non-independent directors shall adopt nomination system starting July 1st, 2015.
Independent directors and non-independent directors shall be elected during the same shareholders' meeting. There shall be separate number of seats for independent and non-independent directors; candidates with the highest votes shall be first assigned to fill independent director positions, followed by non-independent director positions. The non-voting conditions outlined in Article 178 of the Company Act do not apply to director elections.
Article 5 Unless elsewhere specified by laws and regulations, Director candidates are not restricted to the Company's shareholders.
Corporate shareholders may appoint one or multiple representatives to be elected as directors.
Persons that meet any of the descriptions outlined in Article 30 of the Company Act and Article 4 of Regulations Governing Qualification Requirements for the Founders or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company may not serve as the Company's directors .Elected persons shall be removed from such positions upon discovery.
Article 6 In addition to possessing sound moral principles, at least a certain portion of the Company's elected directors and supervisors must also satisfy one of the eligibility criteria listed in Article 9, Paragraphs 1 and 6 of Regulations Governing Qualification Requirements for the Promoter or Responsible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company.
Article 7 Total registered shares held by the Company's entire board of directors must not aggregate to less than the minimum percentage specified by the authority. If the elected board of directors hold less than the number of shares specified in the preceding paragraph at the time of election, additional shares must be acquired by general directors to make up for the shortfall within one month after commencing duty.
84 -

Should any of the directors transfer their shareholding or are dismissed during the current term of service, therefore causing total shareholding to fall below the minimum stated in Paragraph 1, the general directors shall acquire additional shares to make up the shortfall within the next month.

In the event where directors violate the above rules, shareholders may call a shareholders' meeting in accordance with the Company Act to dismiss all or part of the existing directors and hold a re-election or by-election at the same time.

Article 8 Based on the number of seats predefined in the Articles of Incorporation, candidates with the highest votes shall be assigned to fill independent director positions, followed by non-independent director positions. In situations where there are two or more candidates with the same number of votes but fewer positions to accommodate them, these equally-voted candidates shall have positions randomly assigned to them at the end of the election. Those who are unable to pick the random draw personally shall have the draw picked by the chairperson.

Article 9 (Deleted).

Article 10 Ballots for the director election shall be produced by the Company; each ballot must be printed with the shareholder's ID, the carrying weight of vote, and stamped with the Company's official seal.
Article 11 Before the election begins, the chairperson of the shareholders' meeting shall appoint several ballot examiners and ballot counters to perform duties relating to the election.
Article 12 The ballot box, produced by the Company, needs to be publicly inspected by the ballot examiners before voting commences.
Article 13 When voting, the voter must write down in the "Candidate" column the name of the candidate whom the vote is cast to; shareholder's ID or identification number may also be specified at the same time.
Where the candidate is a government agency or a corporate shareholder, the "Candidate" column must specify the name of the government agency or corporate shareholder.
Where the candidate is a representative of a government agency or a corporate shareholder, the "Candidate" column must specify the name of the representative and the name of the government agency or corporate shareholder and the name of candidate represent.
Article 14 If the sum of votes for the candidate written on ballots is less than the total votes represented in the meeting, the shortfall shall be treated as a waiver of voting rights.
Article 15 If the name of the candidate is inconsistent with the candidate's shareholder ID or identification number written in the ballot, the candidate's name shall prevail.
Article 16 Ballots are considered void in any of the following circumstances:
Ballots that do not comply with this policy.
Blank ballots cast into the ballot box.
Ballots with unrecognizable writing.
The name of the candidate is unidentifiable or does not match the details of the shareholders registry.
Ballots that contain writings other than the candidate's name, shareholder ID, and
85 -

identification number.

The candidate's name written in the ballot coincides with other shareholders, but no information such as shareholder ID or ID card number has been provided for identification.
Two or more candidates are written on the same ballot, unless the ballot is intended for two or more candidates.
Ballots that address the candidates using aliases instead of full names.
9.Ballots that have been cast into the ballot box outside the timeframe specified by the chairperson.
Article 17 Once voting is finished, the chairperson shall announce to have votes counted publicly during the meeting session. The ballot counter will record the number of votes each candidate receives, under the supervision of the ballot examiner. Based on the outcome of the ballot count, shall announce the list of elected directors and the number of votes each receives.
Article 18 All elected directors shall issue a Consent to Appointment within the period notified by the Company; failure to give consent within the required period will be construed as waiver to the elected role.

Article 19 (Deleted)

Article 20 Any details that are not addressed in this policy shall be governed by the Financial Holding Company Act, the Company Act, the Civil Code and other relevant regulations.
Article 21 This policy has been implemented since the Founders' Meeting. Amendments may be made in subsequent shareholders' meetings.

Note:

2001/12/07 Established during the Founders' Meeting. 2006/06/09 The 1nd revision was resolved in the 2006 general shareholders' meeting on June 09, 2006 to amend articles 4, 5, 6, 8, 9, 13, 15, 16, and 18.

2015/06/12 The 2nd revision was resolved in the 2015 general shareholders' meeting on June 12, 2015 to amend Title and articles 1 to 10 and 16 to 18.

86 -

【 Attachment 12 】

Taishin Financial Holding Co., Ltd. Minimum Shareholding Requirement, Individual and Aggregate Shareholding of Directors

I. Minimum shareholding requirement and shareholding positions of directors as of the book closure date for this shareholders’ meeting (2021.04.13):

Title	Minimum shareholding requirement	Shareholding as of 2021.04.13
All directors	160,000,000	473,812,200

II. Details of directors' shareholding:

Title	Name	Representative	Shareholding
Chairman	Chia Hao Co., Ltd.	Wu, Tong-Liang	21,721,130
Director	TASCO Chemical Co., Ltd.	Wu, Cheng-Ching	434,834,363
Director	Hsiang-Chao Co., Ltd.	Kuo, Jui-Sung	10,821,091
Director	Santo Arden Co., Ltd.	Wang, Chu-Chan	6,435,616
Independent Director	Lin, Yi-Fu		0
Independent Director	Chang, Min-Yu		0
Independent Director	Kuan, Kuo-Lin		0
Total directors' shareholding			473,812,200

87 -

AI assistant

TS Holdings — AGM Information 2021

52218_rns_2021-08-06_3dc8f612-7e8f-4141-9e54-156f0693ca98.pdf

2021 Shareholders' Annual General Meeting

Meeting Manual (Translation)

Table of Contents

Attachments

Taishin Financial Holding Co., Ltd.

Meeting Proceedings

[ Report items]

III. The distribution of remuneration to directors and employees for 2020.

[ Acknowledgments]

Summary: Acknowledgment of the Company's distribution of 2020 earnings.

[ Discussions]

Summary: Amendments to the “Articles of Incorporation”

Resolution:

proposal exceeding one item shall

[ Election Items]

Summary: Election of the 8th term for the Board of Directors of the Company

[ Other Items]

[Special motion]

【 Attachment 1 】

Taishin Financial Holding Co., Ltd.

2020 Business Report

Macroeconomic and Financial Analysis

Overall Business Performance

I. Retail Banking Services

II. Wholesale Banking Services

III. Banking and Financial Market Business

IV. Securities and Investment Trust Subsidiaries

Future Prospects

Corporate governance and Corporate Social Responsibility

【 Attachment 2 】

Taishin Financial Holding Co., Ltd. Audit Committee Report

To:

【 Attachment 3 】

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Loans

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

TAISHIN FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

TAISHIN FINANCIAL HOLDING CO., LTD. TAISHIN FINANCIAL HOLDING CO., LTD.

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

TAISHIN FINANCIAL HOLDING CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

TAISHIN FINANCIAL HOLDING CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

【Attachment 4】

Taishin Financial Holding Co., Ltd. The Audit Committee's communications with the Internal Auditing Officers

【Attachment 5】

Taishin Financial Holding Co., Ltd. Terms Sheet for 2020 First Domestic Unsecured Corporate Bonds

【Attachment 6】

Taishin Financial Holding Co., Ltd. Earnings Distribution Plan

For 2020

【 Attachment 7 】

Taishin Financial Holding Co., Ltd. Articles of Incorporation

Chapter 1 General Provisions

Chapter 2 Shares

Chapter 3 Business

Chapter 4 Shareholders’ Meetings

Chapter 5 Directors

TS Holdings AGM Information 2021