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UBOT AGM Information 2024

Jun 24, 2024

52203_rns_2024-06-24_b06785f5-8c89-49ac-a9ad-697113a80669.pdf

AGM Information

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Union Bank of Taiwan

The Minutes of 2024 Annual Meeting of Shareholders

Date and Time: June 14, 2024 at 9:00 a.m.

Location: No. 187, Jinhua St., Taipei City, 2F, International conference hall, Center for Public Business Administration Education, National Chengchi University

Shareholders' meeting Convening method: Entity shareholders' meeting Attend:Total outstanding shares: 3,978,952,502shares

Total shares represented by shareholders present in person or by proxy : 3,190,183,580shares Percentage of shares held by shareholders present in person or by proxy: 80.17% Chairman: Director Jeff Lin

Attend as a delegate: Director Jeff Lin Managing Director : Chiang Chen Hsiung Director: Lin Si 、 、 、 Yong Li Wen Ming Tu Hong Mao Independent Director: Li Guo Chang(Convener of the Audit Committee and Remuneration Committee) Independent Director: Lee Tzung Hang Fan Lin Yu. Lee Kuan Hao of Deloitte & Touche LAW OFFICE OF S.S.Lai ATTORNEY AT LAW: Lai Sheng Shing.

  1. Declare the conference Attendant shareholder and shareholder agent represents share have already attained the legal quantity. The Chairman called the meeting to order .

  2. Chairperson Remarks : Director Jeff Lin

  3. Reports

  4. (1)2023 Business Report (Please make reference to attach the form)

    • All attendance shareholder talks over with know.
  5. (2)2023 Audit Committee Audit Report (Please make reference to attach the form) All attendance shareholder talks over with know.

  6. (3) 2023 Report on Employee and Director Remuneration Distribution Status.

    • All attendance shareholder talks over with know.
  7. (4)2023 Report on the Remuneration of Directors.

All attendance shareholder talks over with know.

  1. Proposals

Proposal No. 1 (Proposed by Board of Directors)

Subject : The 2023 business report and financial statements are submitted for approval. Please acknowledge.

Illustration:

  1. The 2023 business report and financial statements of the Bank (including consolidated financial statements) have been audited by accountants Kuan-Hao Lee and Jiun-Hung Shih of Deloitte & Touche and have, together with the business report, been approved by the 3th meeting of the 18 th term of the audit committee and the 11th meeting of the 20th term of the board of directors of the Bank. They are submitted for approval.

  2. Please refer to the above-cited documents in Attachment.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,151,080,209 votes

3,151,080,209 votes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,093,902,660
(contain the electronics votes: 78,391,699)
98.18%
Disapproval votes: 541,960
(contain the electronics votes: 541,960)
0.01%
Invalid votes: 0 -
Abstention votes : 56,635,589
(contain the electronics votes: 56,635,589)
1.79%

Proposal was approved after voting.

1

Proposal No. 2 (Proposed by Board of Directors) Subject: The 2023Profit Distribution Proposal is submitted for approval. Please acknowledge. Illustration:

  1. 2023 distributable profit of NT$4,299,388,611. It is proposed that the distribution be made as shown in Attachment. in accordance with the articles of association of the Bank.

  2. (1) Special dividends (NT$2.559226025 per share) ,Calculated in segments based on the

  3. interest rate reset on April 24, 2023 total NT$511,845,205.

    • (2) Common stock cash dividends (NT$0.20 per share) totaled NT$75,579,500 .

    • (3) Common stock dividends (NT$0.70 per share) totaled NT$2,645,266,752.

    • (4) Undistributed profit: NT$386,486,154.

  4. After the profit distribution proposal is approved by the general shareholders meeting, the board of managing directors is authorized to determine the record date for dividend distribution and to handle cash distribution related matters.

  5. In accordance with the regulation of the Ministry of Finance Tai-Cao-Shui No. 871941343 date 30 April 1998, in distributing profit, individual identification should be adopted. The 2023 profit should be distributed in priority in this profit distribution.

  6. If the total number of outstanding shares is subsequently changed due to buy-back of the Bank’s shares or the transfer, exchange or cancellation of treasury shares or any other event, resulting in the change of dividend distribution ratio, the shareholders meeting should authorize the board of directors to carry out the change.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,151,080,209 votes

otes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,094,607,700
(contain the electronics votes: 79,096,739)
98.02%
Disapproval votes: 2,366,952
(contain the electronics votes: 2,366,952)
0.07%
Invalid votes: 0 -
Abstention votes : 54,105,557
(contain the electronics votes: 54,105,557)
1.71%

Proposal was approved after voting.

5. Discussions

Proposal No. 1(Proposed by Board of Directors) Subject: Amending part of the Articles of Association. Please consider. Illustration:

  1. This revision is based on the stock exchange's letter No. 11200147631 issued on August 23, 2023 to amend some provisions of "Key Points to be Followed in the Establishment and Exercise of the Board of Directors of Listed Companies". The revision is as follows: (1) In line with the promotion of "Corporate Governance 3.0-Sustainable Development Blueprint", it is stipulated that for listed companies with a capital of more than NT$10,000,000,000 and in the financial and insurance industries, the number of independent directors shall not be less than one-third from 2024, and in accordance with the "Listed OTC Companies" "Sustainable Development Action Plan (2023)" Promotional Measures 2. Deepen the corporate sustainable governance culture. Item 1 strengthens the functions of independent directors and audit committees. Item 2 clearly stipulates that all listed companies should complete independent directorships according to the director's term starting from 2027. The number of seats shall not be less than 1/3.

(2) In accordance with the "Sustainable Development Action Plan for Listed Companies (2023)", promote measures 2, deepen corporate sustainable governance culture, item 1, strengthen the

2

functions of independent directors and audit committees, item 3, and standardize the continuous appointment of all independent directors of listed companies starting from 2027. The term of office shall not exceed 3 terms.

  1. Article 18-1 of the "Articles of Association" of this revision: "Among the number of directors of the Bank, the number of independent directors shall be at least 3, and shall not be less than 1/3 of the director seats. A candidate nomination system shall be adopted. The shareholders' meeting shall select independent directors. The independent directors of the Bank shall serve no more than three consecutive terms if they are selected from the list of candidates.”

  2. Before and after the revision, please refer to Attachment .

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,151,080,209 votes

3,151,080,209votes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,094,660,403
(contain the electronics votes: 79,149,442)
98.20%
Disapproval votes: 2,259,537
(contain the electronics votes: 2,259,537)
0.07%
Invalid votes: 0 -
Abstention votes :54,160,269
(contain the electronics votes: 54,160,269)
1.71%
Proposal was approved after voting.

Proposal No. 2 (Proposed by the Board of Directors)

Subject: Discuss the company's surplus to allocate capital to issue new share. (Proposed by the Board of Directors)

Illustration:

  1. In order to enrich the Bank's working capital needs, For the distributable surplus in 2023, NT$2,645,266,752 will be allocated to transfer the surplus to capital increase, of which NT$2,645,266,750will be issued for 264,526,675 ordinary shares, and the remaining NT$2 less than 1 share will be distributed in cash.

  2. This case is approved by the regular meeting of shareholders and reported to the competent authority for approval. The board of directors sets the base date for capital increase and allotment of shares (capital increase base date). There is a proportion of shares distributed free of charge, 70 shares for every 1,000 shares. If less than 1 new share is allotted in this capital increase, the shareholder shall merge it by himself, and handle the merger with the Bank’s stock affairs agency within 5 days from the allotment base date to form a whole share. The chairman of the board of directors consults a specific person to purchase at face value.

  3. The new shares issued are ordinary shares, and the rights and obligations are the same as ordinary shares, with a denomination of NT$10 per share.

  4. In the event of a change in the shares of the Bank, or the transfer, conversion or cancellation of the treasury shares or other circumstances, affecting the total number of shares outstanding, the share allotment, and the dividend rate, the shareholders' meeting authorizes the board of directors to handle the change.

  5. In the case of the above-mentioned capital increase and issuance of new shares, the shareholders' meeting authorizes the board of directors to deal with changes in the law or when the competent authority approves the amendment.

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,151,080,209 votes

3

Decide the result Percentage of shares held bytotal votes
Approval votes: 3,094,602,096
(contain the electronics votes: 79,091,135)
98.20%
Disapproval votes: 2,386,728
(contain the electronics votes: 2,386,728)
0.07%
Invalid votes: 0 -
Abstention votes : 54,091,385
(contain the electronics votes: 54,091,385)
1.71%

Proposal was approved after voting.

6 、 Election

Subject: Election of the 12th term of directors (including independent directors). (Proposed by the Board of Directors)

Illustration:

  1. Handled in accordance with Article 18 and Article 18-1 of the Bank’s Articles of Association.

  2. The Bank has 9 to 15 directors, who serve a three-year term and may be re-elected. It is planned to re-elect 9 directors for the 12th term, including 3 independent directors.

  3. The 12th term of directors will be elected at this (2024) regular meeting of shareholders, and the term will expire from the election date of the regular meeting of shareholders on June 14, 2024, to June 13, 2027, but the actual term will be until the election of the 13th director.

  4. The list of candidates for the 12th term of directors (including independent directors) of the Bank is as attached.

Union Bank of Taiwan

List of Director Candidates

No. Job Title Name Gender Education Main Experience Number of
shares(Unit:
Share)
1 director Union
Investment Ltd.
representative
: Lin Jeff

male
Master‘s
Degree,
National
Taiwan
University
Current: 11th Directors,
Union Bank of Taiwan
Experience: General
Manager, Union Bank of
Taiwan
15,902,240
2 director Chuan Cheng
Investment Co.,
Ltd.
represented by:
Chiang Chen
Hsiung
male National
Defense
Medical
Center
Current: 11th Managing
Director, Union Bank of
Taiwan
Experience:Commissioner,
International Rotary
Taiwan Rotary Club
Association
183,392,986
3 director Bai Sheng
Investment Co.,
Ltd.
represented by:
Lin Si Yong
male National
Taiwan
Normal
University
Current: 11th Directors,
Union Bank of Taiwan
Experience:Director, Hong
Bung Construction
Enterprise Co., Ltd.
198,707,789
4 director Yo Bang Co.,
Ltd.
(represented
by: Shieh
Hir-Ming)
male Doctor‘s
Degree,
National
Cheng
Kung
University
Current: GM,UNION
OPTRONICS CORP. Director,
UNION OPTRONICS CORP.
Executive Director of Laser
Application Association
Experience:
54,409,095

4

Technical Executive Vice
President,UNION OPTRONICS
CORP.
Associate Professor at
Kunshan University of
Science and Technology
5 director Union
Investment Ltd.
represented
by:Li,Wen Ming

male
Dept. of
Industrial
and Systems
Engineering,
Chung Yuan
Christian
University
Current: Senior
Commissioner, Federal
Construction Enterprise
Co., Ltd.
11th Directors, Union Bank
of Taiwan
5th member of Salary and
Remuneration Committee,
Union Bank of Taiwan
Experience:
Commissioner,Formosa
Chemicals & Fibre
Corporation
15,902,240
6 director Tu Herman male Dept. of
Business
Administrati
on,College
of Chinese
Culture
Current: 11th Directors,
Union Bank of Taiwan
Experience:
deputy general manager,
Union Bank of Taiwan
Senior Deputy General
Manager, Union Bank of
Taiwan
421,816
7 Independent
director
Lee, Yao-Hsien male Feng Jia
University
Manager of
Union Bills
Finance
Corp.
Current: NONE
Experience:
VP & GM of Bills Finance
Dept.
Manager,Union Bank of
Taiwan
100,060
8 Independent
director
Lee Tzung Hang male Ph.D., Dept.
of Naval
Architecture
and Marine
Engineering,
University
of Michigan,
Ann Arbor,
U.S.A.
Current:
Dean of Tamkang University
School of Engineering,
Tamkang University AI
Innovation Academy
Tamkang University College
of Precision Healthcare
Dean
5th member of Salary and
Remuneration
Committee,Union Bank of
Taiwan
11th Directors, Union Bank
of Taiwan
Experience:
Examination Yuan Examiner、
Visiting Scholar,
University of Manchester,
UK
Professor, Department of
Mechanical and
Mechatronics Engineering,
Tamkang University
0

5

==> picture [506 x 184] intentionally omitted <==

----- Start of picture text -----

Current: 11th Directors,
Union Bank of Taiwan
Experience:
Deputy General Manager of
Fuhua Securities,
MBA, City
Executive Chairman of
University
Independent Jinfuhua Securities
9 Fan Lin Yu Female of Seattle, 0
director Investment Trust,
Washington,
Resident Director of
U.S.A.
Wangwang Youlian Product
Insurance, General
Manager of Federal
Securities Investment
Trust
----- End of picture text -----

Note: The number of shares held by director candidates (including special shares) is the
      number of shares held by the company as of the closing date of this shareholder meeting
      (April 16, 2024).

Election results: The list of elected directors and independent directors for the 12th term is as follows:

No. Job Title Name Number of votes (including
electronic voting rights)
1 director Union Investment Ltd.
representative : Lin Jeff
3,293,725,548
2 director Chuan Cheng Investment Co., Ltd.
represented by: Chiang Chen Hsiung
3,110,387,023
3 director Bai Sheng Investment Co., Ltd.
represented by: Lin Si Yong
3,105,518,714
4 director Yo Bang Co., Ltd. (represented by:
Shieh Hir-Ming)
3,081,824,230
5 director Union Investment Ltd.
represented by:Li,Wen Ming
3,078,968,726
6 director Tu Herman 3,055,527,043
7 Independent
director
Lee, Yao-Hsien 3,046,065,154
8 Independent
director
Lee Tzung Hang 3,031,678,293
9 Independent
director
Fan Lin Yu 3,031,668,563

7. Other proposals

Subject: Lifting the non-competition restrictions of the 12th session of directors. (Proposed by the Board of Directors)

Illustration:

  1. According to Article 209-1 of the Company Law: "If a director commits an act within the scope of the company's business for himself or others, he shall explain the important content of his act to the shareholders' meeting and obtain its approval."

  2. If a new director of the Bank may be involved in the business activities of other companies with the same or similar business scope as the Bank, in accordance with Article 209 of the Company

6

Law, the shareholders' meeting shall be submitted for approval to remove the new director and his representative from competing for the position of director of the Bank. The restrictions on business prohibition are detailed as follows:

Job
Title
Name Items permitted to engage in competitive conduct
director Tu Herman Union Securities Investment Trust Co., Ltd. Chairman,or a
company position that is the same or similar to the
company's business scope
director Union Investment
Ltd. represented
by:Li,Wen Ming
Morgan Commonwealth Asset Management Co., Ltd.
Chairman
Union Securities Investment Trust Co., Ltd. Supervisor ,or
a company position that is the same or similar to the
company's business scope

Resolution : This proposal vote decides the result as follows:

Attend the shareholder right to vote number while deciding (contain the electronics vote) 3,151,080,209 votes

3,151,080,209votes
Decide the result Percentage of shares held bytotal votes
Approval votes: 3,049,480,870
(contain the electronics votes: 33,969,909)
96.77%
Disapproval votes: 46,857,188
(contain the electronics votes: 46,857,188)
1.48%
Invalid votes: 0 -
Abstention votes : 54,742,151
(contain the electronics votes: 54,742,151)
1.73%

Proposal was approved after voting.

8.Questions and Motions: None

  1. Adjournment June 14, 2024 at 9:47 a.m.

(There are no questions raised by shareholders on various proposals at this shareholders' meeting)

The proceedings of the shareholders' meeting are recorded in accordance with Article 183, Item 4 of the Company Law, and the results of the proceedings and the results of the meeting are still subject to the meeting's audio and video records.

Chairman: Jeff Lin Record : Gina Wang

Mandarin Chinese version shall prevail if any inconsistency exists in English version.

7

2023 Business Report

Attachment

1.Domestic and Overseas Financial Status

Although the epidemic will develop towards influenza in 2023, international border controls will gradually be lifted, driving overseas markets to become active again. However, issues such as the Ukraine-Russia war, the Sino-US technology war, the collapse of Silicon Valley Bank, the Credit Suisse crisis and China's real estate default will There are many uncertainties in the overall financial market and China's banking industry's overseas implicit exposure, and the world continues to face inflationary pressures, prompting the Federal Reserve to continue the atmosphere of raising interest rates in 2022 and raise interest rates again by a total of 4 points in 2023. The central bank of China raised interest rates by 0.5% in response. However, benefiting from the positive benefits of the interest rate increase, Taiwanese businessmen continued to return and the government continued to promote a number of policies to encourage industrial development, driving investment and various deposit businesses. Overall, in 2023, The banking industry maintains its growth momentum.

Looking forward to 2024, although inflation has not yet been completely eliminated, it is expected that inflationary pressure will ease compared with 2023. The overall environment predicts that there will be opportunities for interest rate cuts in 2024. However, interest rates are still in a relatively high-end environment, so we still hold a positive view on the banking industry. The positive view, coupled with the rising momentum of private consumption, and the government's continued promotion of a number of policies to encourage investment in Taiwan and industrial development, are expected to drive bank deposit business and also inject interest spread income in the banking industry. However, we should still pay attention to the overall international political and economic situation in the future. , domestic and overseas investment environment and customer solvency and other risks.

2. 2023 Operating Results and Main Business Status

In 2023, with the concerted efforts of all colleagues in the Bank, various operational indicators will have excellent performance. In terms of profit, the net profit after tax in 2023 was 4,317,000,000 yuan, the after-tax earnings per share (EPS) was 1.02 yuan, the return on total assets (ROA) was 0.49%, and the return on common equity (ROE) was 7.01%. In terms of quality, the overdue loan ratio was 0.27%, and the allowance for bad debt coverage ratio was 439.98%, maintaining good asset quality.

Over the years, the Bank has continued to expand various businesses with the business strategy of steady growth and local deep cultivation. On December 14, 2023, the China Credit Rating Company announced that due to the good quality of the Bank's assets, the Bank's long-term and short-term credit ratings and The outlook ratings remain at "twA+", "twA-1" and "Stable". According to the company's rating report, the Bank's strong capital strength, prudent capital policy and appropriate risk control will continue to maintain a stable credit structure in the next two years. China Credit Rating also expects that the Bank should be able to maintain a solid corporate foundation in the consumer finance business, good asset quality, and an appropriate funding source and liquidity structure during the aforementioned period. Below is a summary report on the operational status of the Bank’s main businesses in 2023:

  • (1) Deposit

  • Taiwan's foreign currency deposit balance at the end of 2023 was 761.7 billion, an increase of 46.6 billion yuan from 715.1 billion at the end of 2022, with a growth rate of 6.52%. In terms of deposit structure, the balance of demand deposits was 368.3 billion, accounting for 48.35% of the total deposit ratio, and the balance of time deposits was 393.4 billion, accounting for 51.65% of the total deposit ratio.

  • (2) Lending

The loan balance at the end of 2023 was NT$571 billion, an increase of 36.6 billion from

8

NT$534.4 billion at the end of 2022, with a growth rate of 6.85%. Among them, guaranteed loans were NT$500.3 billion, accounting for 87.62% of the total loans; unsecured loans were NT$70.7 billion, accounting for 12.38% of the total loans.

  • (3) Credit Card

  • In 2023, there will be an explosion of foreign travel demand, coupled with issues such as inflation and reduced disposable income. Our credit card activities will follow the changes in the market, and will also focus on channels such as tourism, people's livelihood consumption and necessary expenditures (such as taxes/fees, insurance, etc.) , planning full rewards or installment activities, combined with key card benefit bonuses, to drive spending amount. In 2023, YOY will grow by 52%, ranking first in the industry, and the total credit card spending amount will exceed 170 billion, an increase of approximately 60 billion compared with 2022. , the results are outstanding.

  • The total number of cards issued in 2023 will exceed 600,000 (a growth of 78%). Among them, the federal LINE Bank co-branded card will be issued in 2023 to create a cross-bank cooperation Jinjin co-branded credit card, sparking market discussion. A total of more than 80,000 cards have been issued in half a year. Another year With the lifting of national borders, the number of people going abroad has increased sharply. Jihe Card, which focuses on domestic 2% unlimited rebates and Japan's highest 5% rebate, has taken advantage of the situation and quickly gained popularity and applications. In 2023, it quickly acquired about 320,000 cards, and the cumulative number of cards issued reached 370,000 cards; in addition, the main customer base of Jihe Card and Laidian Card is the younger generation. In order to achieve the benefits of cross-bank sales and joint customer acquisition, New New Bank digital account linkage has been integrated, and New New Bank new depositors have been added. 85,000 households; the company also sells the Happiness M Card, which focuses on high returns on insurance, transportation and travel, the Green Card, which implements ESG plans to create green consumption, and key co-branded cards for continued maintenance and operation (such as Breeze Card and Nationwide Card). As of December 2023, the number of credit cards in circulation is 2,866,981 (YOY growth of 18%).

  • In the post-epidemic era, online shopping consumption continues to be booming, and the acquiring business is actively promoting and optimizing online acquiring. 3DS2.0, which supports cash flow API and improves the security of online transactions, has been launched one after another. It also cooperates with branches to promote acquiring business, except for large-scale In addition to chain-type specialty stores, we will actively expand small and medium-sized merchants and expand the breadth of receipts. In response to the epidemic, the demand for Chinese people to gather for dinner has increased significantly. In 2023, we will spare no effort to promote catering specialty stores. In 2023, we will promote new specialty stores There were 1,525 stores, an increase of 214 stores (a growth of 16.32%) compared with last year, of which 401 special catering stores accounted for a quarter. The total amount of acquiring transactions in 2023 will reach 117.8 billion yuan, an increase of 22.5 billion yuan compared with last year (a growth of 24%).

  • (4) Fortune Management

The number of wealth management accounts of the Bank in 2023 increased by 6.83% compared with 2022, and the monthly average balance of total assets under management increased by 6.62% compared with 2022.

In order to show its determination to fight inflation, the U.S. Federal Reserve continued to raise the federal benchmark interest rate range. With interest rates rising and bond prices relatively cheap, foreign bonds have become the Bank's sales focus and foreign bond fee income has increased. In the second half of 2023, the U.S. stock market will be driven by the AI theme to drive the technology industry's rise, which will also drive the order volume of our funds and U.S. stocks. To sum up, the specific money trust handling fees in 2023 will increase by NT$159 million (+36.13%) compared with the previous

9

year. The Bank will continue to provide customers with more diversified financial product choices to increase overall financial management income.

In terms of insurance agency business, new bans on investment policies came into effect in July, which affected the sales of investment policies. The Bank serves customers’ financial management needs for asset allocation, retirement planning, and reserved tax resources. It continues to promote profit-changing insurance with high protection, and in the second half of the year, it introduces participating policies with protection functions and the opportunity to share policy profits, creating a win-win situation and enhancing Profit.

  • (5) Operating Performance

  • The net interest income in 2023 is 8.460 billion, the net income other than interest is 6.867 billion, and the total net income is 15.327 billion. After deducting the net provision for bad debts of 606 million and operating expenses of 9.554 billion, the pre-tax net profit is 5.166 billion, and after-tax Net profit was 4.317 billion.

  • (6) Sustainable development of enterprises

  • The Bank attaches great importance to the sustainable development of ESG enterprises and is committed to promoting various energy-saving and carbon-reducing measures in response to environmental protection actions. In order to achieve net-zero carbon emissions in 2050, the short-term plan aims to reduce the bank’s greenhouse gas emissions by 1% per year. By 2023 We have implemented green procurement and were commended by the Taipei City Environmental Protection Bureau's "Green Procurement Promotion Plan for Private Enterprises and Groups"; we care about ecological conservation, and our bank has long-term corporate adoption of campus flower gardens, community park green spaces, and Taiwan's conserved animals, stone tigers and ring-necked pheasants. We also issue green cards to allocate funds to donate to environmental groups. In terms of investment in social welfare, the Bank participated in social emergency relief. In 2023, it donated 2,000,000 yuan to the Pingtung factory gas explosion incident. In addition, it also cooperated with the Federal Cultural and Educational Foundation to launch the "Let's Help Happiness" charity donation platform, which raised a total of approximately 5,500,000 yuan in 2023. Donate to the disadvantaged in society; attach importance to art promotion and social care. The Bank has successively sponsored Taojie, Zhongjie, and Gaojie to organize activities related to blood donation, beach cleaning, road running, and art exhibitions. At the same time, it has long-term cooperation with the Federal Cultural and Educational Foundation to promote Taiwanese oil paintings. Art, the federal art competition will continue to be held in 2023 and the total prize money will be increased to 2,400,000 yuan. At the same time, federal art touring exhibitions will be held in 12 counties and cities across the country. Paying attention to corporate governance, the Bank continues to strengthen internal auditing and internal control, legal compliance, risk management and information security operations to implement fair treatment of customers.

1. 2024 Operational Plan and Development Guidelines by Business

  • (1)Actively expand the scale of business based on the competitive innovative services; in terms of business purposes, adhere to the spirit of service by persistence; establish a long-term relationship with the customers; and create a win-win value:

1. Deposits:

  • (1). Continue to evaluate the establishment of new off-bank ATMs and strengthen the establishment of off-bank ATM locations in supermarkets to expand service locations, enhance the bank's visibility and expand deposit business; we also evaluate the elimination of off-bank ATMs with poor performance.

  • (2). Continue to expand deposit solicitation from reciprocal dealers with our bank; open deposit accounts for supermarket franchise stores, etc.; launch various

10

deposit projects to absorb stable funds.

2. Enterprise and foreign exchange business:

  • (1) Actively expand loans to industrial and commercial enterprises, give priority to factory loans (MIT) and self-repaying loans, and use big data marketing projects to identify potential customers.

  • (2) For credit cases in Article 72-2 of the Banking Law or credit cases in which real estate is used as a guarantee and a higher risk weight is applied to strengthen the creditor's rights, the conditions for undertaking should be evaluated on a case-by-case basis with reference to profitability and contribution.

  • (3) Appropriately increase fee income for credit cases with complex transactions, high operating costs or Bridge Loans.

  • (4) In response to the growth of corporate finance business, we will accelerate the training of corporate finance business personnel, continue to optimize assessment standards and projects, and formulate incentive measures to motivate corporate finance business personnel and enhance growth momentum.

  • (5)Foreign exchange business

  • I. In conjunction with the annual contract renewal of MIT customers, the "foreign exchange business promotion team" will accompany the branch to visit customers, assist with import and export related business needs, and fully cooperate with the branch's business promotion.

  • II. Based on market interest rates and the Bank’s capital needs, we launch foreign currency preferential deposit projects from time to time to expand our deposit business.

  • III. Continue to optimize the foreign exchange-related information system and add new functions to enhance the bank’s competitiveness in the market.

  • (6) Ticket financial business

  • I. Guarantee business - Actively expand to large enterprises with Taiwan Corporate Credit Risk Index (TCRI) levels 1 to 5, and give priority to undertaking guarantee types that are self-repaying (such as passenger tickets) or high-quality stocks or bank deposits recognized by the Bank. of credit, and continuously track the financial and operational status of credit recipients.

  • II. Bills and bonds business - For investment business, actively cultivate financial trading talents internally, select high-quality investment targets, implement relevant risk control disciplines, improve overall returns, continue to expand customer base externally, diversify funding sources, and reduce liquidity risks to increase returns and maintain market position.

3. Consumer finance business:

  • (1) In order to strengthen a more sound capital structure and effectively utilize funds, and increase the rate of return through price control and volume control, loan interest rates and loan case fees will be increased, unused quotas will be reduced, and the penetration rate of mortgage life insurance will be increased.

  • (2) Continue to focus on and develop high-quality customers, grasp customer demand trends, and consolidate existing customers.

  • (3) Launch online mortgage business and actively market online mortgages to improve the efficiency and service quality of old customers’ loan investment and financial management funds.

  • (4) Continue to expand the online loan optimization function, enhance digital channel loan services, 24-hour online loan services, and plan to develop credit loan revolving lines, card-bound overdraft loans, and mortgage loan enhancements to promote the online channel .

  • (5) Stabilize the car loan business and strengthen the promotion of original car loans to increase business profitability.

11

  • (6) Cooperate with sending text messages to customers whose car loans are about to expire, and strengthen the back-office staff's marketing of loan renewal or car loan transactions.

  • (7) Added EDM activity information for old car loan customers on the bank’s website to increase customers’ recognition of the car loan business.

  • (8) Maintain credit reporting to verify and evaluate repayment sources to ensure the quality of credit; implement post-lending management to control overdue loans, and actively collect bad debts to increase post-deposit surpluses..

4. Credit Card:

  • (1) Deepen the management of customer groups, strengthen customer stickiness, and conduct precise marketing to increase the market share of cardholders.

  • (2) Strengthen digital platform services and provide a full range of online experiences.

  • (3) Grasp the pulse of consumption, flexibly adjust channel activity strategies, and actively increase spending amounts and card activation rates.

  • (4) Develop diversified payment services to capture medium and large-scale, chain and online payment store businesses.

  • (5) In response to the new BASEL III regulations, the card account management strategy will be adjusted, and the card account suspension strategy for unused card accounts and the credit card account verification and management operation will be adopted to control RWA (risk assets).

5. Wealth management, insurance agency and trust business:

  • (1) Plan and build a financial management business management system to improve management efficiency; reduce the error rate of manual settlement, and facilitate transaction monitoring and financial management human resources management.

  • (2) Evaluate the risks derived from advisory behavior based on transactions, operations, legal compliance and customer relations, establish an advisory risk classification system, and strengthen advisory risk assessment and monitoring.

  • (3) Continue to optimize the trading operation platform and add commodity trading functions such as online banking APP, mobile accounting, and U-talk phone ordering.

  • (4) Strengthen personnel training, improve professionalism, deepen the management of customer groups based on the concept of asset allocation, or serve as the main financial management bank for customers.

  • (5) Add conservative structured products to expand product diversity, meet customers’ comprehensive financial needs, and achieve the effect of increasing financial management AUM.

  • (6) In response to the demographic trends of super-old age and low birthrate, Chinese people have increasing demand for insurance for the economic life security and medical care of the elderly. We will continue to promote long-term and high-protection life insurance, medical insurance and other products to assist customers in proper planning. Ensure retirement life and prepare for asset inheritance.

  • (7) In line with government policies, we will continue to promote key businesses of Trust 2.0 and actively cultivate trust talents.

6. Digital financial business:

  • (1) Optimize personal electronic banking services and add large foreign exchange settlements, online settlement of incoming foreign exchange remittances, and foreign currency non-agreed transfer services to improve the convenience of customers' foreign exchange transactions.

  • (2) Improve corporate online banking services and enrich foreign exchange service functions, including large foreign exchange settlement services and online

12

delivery negotiation exchange rate services, to provide enterprises with a better cash flow service platform.

  • (3) Strengthen risk management and fraud prevention measures to reduce the possibility of fraud and improve overall security.

  • (4) The goal is to strengthen New New Bank’s digital banking service market share and cross-selling synergies.

  • (5) Use digital banking to enhance the efficiency of integrated virtual and real services, and through cooperation with non-traditional financial service bases, such as supermarkets, LINEPay all-in-one cards, campus payments, etc., to achieve a close link between online and offline cash flow services and enhance Customer convenience, creating a more comprehensive and efficient financial ecosystem, enhancing customer experience, and improving the innovation and competitiveness of overall services.

  • (6) Strengthen the marketing application of communities and various information platforms.

  • (7) Integration and application of new digital financial services, and the introduction of intelligent customer service into the customer service system to reduce dedicated service costs and improve service efficiency and quality.

7. Securities Business:

  • (1) Balanced development of securities and futures businesses; upgrade the trading system to provide a more effective, stable and secure trading environment.

  • (2) Assist sales and financial management to re-entrust, diversify products and increase profits; hold investment lectures regularly to expand new customer sources.

  • (3) Strengthen various risk control and implement education and training for new colleagues.

8. Others:

  • (1) The strategies adopted by the Bank in response to climate change are as follows:

  • I. Towards Net Zero: Manage the bank’s daily operational activities, respond to energy conservation and carbon reduction, and gradually move towards the goal of net zero carbon emissions.

  • II. Support low-carbon economic activities: develop and layout potential business opportunities and related financial benefits brought by climate change, assist customers in low-carbon transformation, support the development of low-carbon technologies, and promote climate financial products and services.

  • (2) Deeply cultivate existing customers, strengthen cross-selling business, and improve customer stickiness to achieve synergistic effects.

  • (3) Strive to improve capital utilization efficiency, strengthen risk management, and maintain good asset quality.

  • (2)Channel Development

  • The Bank has a total of 90 business offices in China. It has a representative office in Ho Chi Minh City and a representative office in Hanoi in Vietnam. It continues to actively expand its overseas business territory and expand its operations.

  • In order to provide customers with more convenient services, the bank has actively expanded its ATMs outside the bank in recent years, hoping to enhance the brand image and popularity of the bank through the extension of channels. By the end of 2023, the bank has installed a total of 608 ATMs inside and outside the bank.

  • (3)The Bank’s 2024 Estimated Operational Targets

13

1.

1.
Type of Business 2024Target
Deposit (including foreign
currencies)
Average balance of NT$804,104,000,000
at the end of the year
Lending (excluding credit card) Average balance of NT$576,662,,000,000
at the end of the year
Foreign Exchange Annual transaction of US$7,454,000,000

2. Improvement of business performance-related indicators:

In response to BASEL regulations, maintain capital levels to meet the supervisory benchmarks of various capital ratios of the competent authority, and maintain stable funding sources and high-quality current assets to meet the net stable funding ratio (NSFR) and liquidity coverage ratio ( LCR) standard.

With the supervision of all shareholders and the effort of all employees, we hope to achieve all operating targets and create even more outstanding performance to answer to the expectations of the shareholders and the society. We hope that all shareholders will continue to encourage and guide the Bank.

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

14

Attachment

Union Bank of Taiwan

Audit Committee Audit Report

The Bank’s 2023 consolidated financial report is prepared in accordance with the standards for the preparation of financial reports for publicly issued banks, the standards for the preparation of financial reports for securities firms, and the international financial reporting standards, international accounting standards, interpretations and interpretation announcements approved and promulgated by the Financial Regulatory Commission. 2023 The annual individual financial report is prepared in accordance with the financial report preparation standards of publicly issued banks and the financial report preparation standards of securities firms, and has been checked by Deloitte & Touche Kuan-Hao Lee and Jiun-Hung Shih accountants After the review by the Audit Committee, After review by the Audit Committee, it is deemed that there is no discrepancy. In accordance with the provisions of Articles 14-4 and 36 of the Securities and Exchange Act, a report is prepared, please check .

To

Union Bank of Taiwan 2023 General Shareholder Meeting

Union Bank of Taiwan

Chairman of Audit Committee: Li Guo Chang

11 March 2024

15

Attachment

INDEPENDENT AUDITORS’ REPORT The Board of Directors and Stockholders Union Bank of Taiwan

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

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

The key audit matter of the Bank’s financial statements for the year ended December 31, 2023 is described as follows:

Assessment of the Impairment of Discounts and Loans

As of December 31, 2023, the net amount of discounts and loans of the Bank was approximately 61% of total assets, and was considered material to the financial statements as a whole. Refer to Note 14 to the financial statements. The Bank’s management perform loan impairment assessment that involves making critical judgments on accounting estimates and assumptions; therefore, we determined allowance for possible losses on discounts and loans as a key audit matter for the year ended December 31, 2023.

The Bank’s management periodically perform loan impairment assessment that requires making judgments to measure loss allowance at an amount equal to expected credit losses. Besides assessing expected credit losses of loans in accordance with IFRS 9 “Financial Instruments”, The Bank’s management complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses.

For the accounting policies and relevant information about loan impairment assessment, please refer to Notes 4, 5 and 14 to the financial statements.

The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:

  1. We obtained an understanding of the relevant internal controls in respect of the Bank’s loan impairment assessment and tested the operating effectiveness of such controls.

  2. We tested the classification of credit assets in accordance with relevant regulations issued by management and authorities. In addition, we calculated the required provision of allowance for possible losses on loans in order to assess whether the recognized amount complied with the

16

regulations.

  1. We assessed the reasonableness and consistency of the methodology applied by management in the calculation of expected credit losses; we tested the completeness of the loans and the accuracy of the calculation of expected credit losses for selected loans.

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

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

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

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

Bank’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

17

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

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

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

Deloitte & Touche Taipei, Taiwan Republic of China

March 13, 2024

18

UNION BANK OF TAIWAN

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

ASSETS
CASH AND CASH EQUIVALENTS

DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST
SECURITIES PURCHASED UNDER RESELL AGREEMENTS
RECEIVABLES, NET
DISCOUNTS AND LOANS, NET

INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
RIGHT-OF-USE ASSETS
GOODWILL
COMPUTER SOFTWARE
DEFERRED TAX ASSETS
OTHER ASSETS, NET

TOTAL

LIABILITIES AND EQUITY
DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS

FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
PAYABLES
CURRENT TAX LIABILITIES
DEPOSITS AND REMITTANCES

BANK DEBENTURES
OTHER FINANCIAL LIABILITIES
PROVISIONS
LEASE LIABILITIES
DEFERRED TAX LIABILITIES
OTHER LIABILITIES

Total liabilities

EQUITY
Share capital
Ordinary shares
Preference shares

Total share capital

Capital surplus

Retained earnings
Legal reserve
Special reserve
Unappropriated earnings

Total retained earnings

Other equity

Total equity

TOTAL

The accompanying notes are an integral part of the financial statements
2023
Amount
%
$ 10,867,826
1
31,773,751
4
51,429,948
6
57,374,480
6
81,648,341
9
62,727,638
7
33,068,592
4
565,382,803
61
7,705,722
1
1,764,109
-
8,905,278
1
1,461,416
-
1,985,307
-
164,355
-
692,339
-

3,067,465

-

$ 920,019,370
100

$ 11,264,229
1
1,824,034
-
61,079,195
7
8,877,037
1
199,453
-
758,260,020
83
5,000,000
1
8,033
-
344,617
-
1,449,389
-
2,195,530
-

1,083,881

-

851,585,418
93

37,789,525
4

2,000,000

-


39,789,525

4


8,125,732

1

11,518,843
1
757,036
-

5,623,241

1


17,899,120

2


2,619,575

-


68,433,952

7

$ 920,019,370
100
2022























































Amount
%
$ 11,806,105
2

24,624,316
3

27,316,180
3

58,665,959
7

82,519,002
10

43,731,932
5

26,655,389
3
528,761,720
64

7,044,344
1

1,520,811
-

8,155,271
1

1,341,040
-

1,985,307
-

186,741
-

504,970
-

3,871,175

1
$ 828,690,262
100
$ 4,790,895
1

931,500
-

34,298,607
4

7,033,812
1

637,420
-
710,745,127
86

5,000,000
1

-
-

327,115
-

1,325,495
-

1,735,860
-

794,009

-
767,619,840
93

35,940,460
4

2,000,000

-

37,940,460

4

8,076,826

1

10,589,878
1

627,440
-

4,473,399

1

15,690,717

2

(637,581)

-

61,070,422

7
$ 828,690,262
100

19

UNION BANK OF TAIWAN

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

NET INTEREST
INTEREST REVENUE

INTEREST EXPENSE

NET INTEREST

NET REVENUES OTHER THAN
INTEREST
Service fee income, net
Gains (losses) on financial assets
and liabilities at fair value
through profit or loss
Realized gains on financial assets at
fair value through other
comprehensive income
Share of profit of subsidiaries and
associates
Foreign exchange gains, net
Impairment losses on assets
Securities brokerage fee revenue,
net
Loss on disposal of properties and
equipment, net
Other noninterest gains, net

TOTAL NET REVENUES

BAD-DEBT EXPENSE AND
PROVISION FOR LOSSES ON
COMMITMENTS AND
GUARANTEES

OPERATING EXPENSES
Employee benefit
Depreciation and amortization
General and administrative
2023
Amount
%
$ 19,831,906 129
11,372,158
74

8,459,748
55

3,291,783 22
1,844,707 12
186,920
1
160,655
1
1,225,100
8
(74,059)
-
212,156
1
(3,922)
-
23,677

-

15,326,765
100

606,398

4

4,338,691 28
785,006
5
4,430,548
29
Percentag
e Increase
2022
(Decrease)
Amount
%
%
$ 14,885,912 111
33
4,978,798
37
128
9,907,114
74
(15)

3,327,946 25
(1)

(296,501) (2)
722

772,231
6
(76)

155,959
1
3

537,072
4
128
(1,269,245) (9)
(94)

190,882
1
11

(4,563)
-
(14)
26,150

-
(9)
13,347,045
100
15
481,754

4
26

3,971,685 30
9

780,288
6
1
3,619,814
27
22
(Continued)
Percentag
e Increase
(Decrease)






















20

UNION BANK OF TAIWAN

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

Total operating expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

NET INCOME

OTHER COMPREHENSIVE
INCOME (LOSS)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other comprehensive
income
Share of the other comprehensive
income (loss) of subsidiaries
and associates accounted for
using the equity method
Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that will not be
reclassified subsequently to
profit or loss, net of income
tax

Items that may be reclassified
subsequently to profit or loss:
2023
Amount
%
9,554,245
62

5,166,122 34
848,836

6

4,317,286
28

(57,427)
-
2,848,167 19
219,518
1
(291,797)
(2)

2,718,461
18
Percentag
e Increase
2022
(Decrease)
Amount
%
%
8,371,787
63
14

4,493,504 33
15
954,434

7
(11)
3,539,070
26
22

(79,907)
-
(28)
(1,684,799) (13)
269

(271,454) (2)
181
(49,395)

-
491
(2,085,555)
(15)
230
(Continued)
Percentag
e Increase
(Decrease)












21

UNION BANK OF TAIWAN

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

Exchange differences on
translation of the financial
statements of foreign
operations
Share of other comprehensive
losses of subsidiaries and
associates accounted for using
the equity method
Unrealized gains (losses) on
investments in debt
instruments at fair value
through other comprehensive
income
Income tax relating to items that
may be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or
loss, net of income tax

Other comprehensive income
for the year, net of income
tax

TOTAL COMPREHENSIVE
INCOME (LOSS)

EARNINGS PER SHARE (NEW
TAIWAN DOLLARS; Note 40)

Basic
Diluted
2023
Amount
%
14,187
-
(111,863) (1)
1,166,753
8
(2,837)

-

1,066,240

7

3,784,701
25

$ 8,101,987
53


$1.02
$1.01
2022

Amount
%

1,453,521 11

(34,963) (1)
(5,768,822) (43)
(290,704)
(2)
(4,640,968)
(35)
(6,726,523)
(50)
$ (3,187,453)
(24)
$0.81
$0.81
Percentag
e Increase
(Decrease)











%

(99)

220

120
(99)
123
156
354

The accompanying notes are an integral part of the financial statements.

22

UNION BANK OF TAIWAN

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

BALANCE AT JANUARY 1, 2022

Appropriation of the 2021 earnings
Legal reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December 31, 2022
Other comprehensive income for the year ended December 31,
2022
Share-based payment
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2022
Appropriation of the 2022 earnings
Legal reserve
Special reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Other changes in capital surplus
Changes in capital surplus from investment in associates /and
ventures accounted for using the equity method
Net income for the year ended December 31, 2023
Other comprehensive income for the year ended December 31,
2023
Share-based payment
Disposals of investments in equity instruments designated as at
fair value through other comprehensive income

BALANCE AT DECEMBER 31, 2023
Share Capital Total
$ 34,952,187

-

-

-

2,916,269

-

-

72,004

-


37,940,460

-

-

-

-

1,797,023

-

-

-

52,042

-

$ 39,789,525
Capital
Surplus

$ 8,051,984

-

-

-

-

-

-

24,842

-


8,076,826

-

-

-

-

-

16,640

-

-

32,266

-

$ 8,125,732
Retained Earnings Retained Earnings Total
$ 16,484,719

-

(494,282)

(480,000)

(2,916,269)

3,539,070

(62,001)

-

(380,520)


15,690,717

-

-

(359,405)

(480,000)

(1,797,023)

-

4,317,286

(45,595)

-

573,140

$ 17,899,120
Other Equity Total
$ 5,646,421

-

-

-

-

-

(6,664,522)

-

380,520


(637,581)

-

-

-

-

-

-

-

3,830,296

-

(573,140)

$ 2,619,575
Total Equity
$ 65,135,311

-

(494,282)

(480,000)

-

3,539,070

(6,726,523)

96,846

-

61,070,422

-

-

(359,405)

(480,000)

-

16,640

4,317,286

3,784,701

84,308

-
$ 68,433,952




















Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized
Gain (Loss) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (1,636,613) $ 7,283,034

-
-

-
-

-
-

-
-

-
-

1,127,854
(7,792,376)

-
-

-

380,520


(508,759)
(128,822)

-
-

-
-

-
-

-
-

-
-

-
-

-
-

(100,513)
3,930,809

-
-

-

(573,140)

$ (609,272)
$ 3,228,847



Ordinary
Shares
$ 32,952,187
-
-
-
2,916,269
-
-
72,004

-

35,940,460
-
-
-
-
1,797,023
-
-
-
52,042

-

$ 37,789,525
Preference
Shares
$ 2,000,000

-

-

-

-

-

-

-

-


2,000,000

-

-

-

-

-

-

-

-

-

-

$ 2,000,000





















Legal Reserve Special Reserve
$ 8,924,700 $ 627,440

1,665,178
-

-
-

-
-

-
-

-
-

-
-

-
-

-

-


10,589,878
627,440

928,965
-

-
129,596

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-

-

$ 11,518,843
$ 757,036
Unappropriated
Earnings
$ 6,932,579

(1,665,178)

(494,282)

(480,000)

(2,916,269)

3,539,070

(62,001)

-

(380,520)


4,473,399

(928,965)

(129,596)

(359,405)

(480,000)

(1,797,023)

-

4,317,286

(45,595)

-

573,140

$ 5,623,241

The accompanying notes are an integral part of the financial statements

23

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit losses/bad-debt expenses
Gains (losses) on financial assets at fair value through profit or loss

Interest expense

Interest revenue

Dividend income
Share of profit of subsidiaries and associates
Losses on disposal of properties and equipment
(Losses) gains on disposal of investments
Impairment loss recognized on financial assets
Reversal of impairment loss on financial assets
Reversal of impairment loss on nonfinancial asset
Gains on disposal of collaterals
Changes in operating assets and liabilities
Due from the Central Bank and call loans to other banks

Financial assets at fair value through profit or loss

Financial assets at fair value through other comprehensive
income
Investments in debt instruments at amortized cost
Receivables

Discounts and loans

Other financial assets
Deposits from the Central Bank and other banks
Financial liabilities at fair value through profit or loss

Securities sold under repurchase agreements

Payables
Deposits and remittances

Other financial liabilities
Provision for employee benefits
Other liabilities

Cash generated from (used in) operations activities

Interest received

Dividend received
Interest paid

Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of associates
Payments for property and equipment

Proceeds from disposal of property and equipment
2023
$ 5,166,122
696,513
88,493
606,398
(1,770,649)
11,372,158
(19,831,906)
(509,818)
(160,655)
3,936
248,840
75,493
-
(1,434)
485
(7,149,435)
(19,413,558)
5,023,466
746,263
(6,102,502)
(37,163,771)
(236,798)
6,473,334
(2,037,027)
26,780,588
1,256,332
47,514,893
8,033
(57,426)
(500)

11,625,868
19,622,948
533,141
(10,700,958)
(1,309,136)

19,771,863

(400,000)
(1,383,727)
15
2022
$ 4,493,504

694,405

85,883

481,754

339,993

4,978,798
(14,885,912)

(735,418)

(155,959)

4,563

(80,305)

1,279,572

(8,219)

(2,108)

1,008

4,928,795
19,598,792
(6,722,782)
(5,181,515)

(852,188)
(35,634,450)

90,959
(4,505,418)

(985,460)
(16,981,149)
(1,247,349)
37,919,522

(6,446)

(79,905)
-
(13,167,035)
14,668,232

773,079
(4,755,768)
(735,554)
(3,217,046)

(481,394)

(546,522)

-
(Continued)

24

UNION BANK OF TAIWAN

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

Increase in settlement fund
Decrease in settlement fund
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of intangible assets
Proceeds from disposal of collaterals
Decrease in other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in due to Central Bank and other banks
Repayments of bank debentures
Increase in guarantee deposits received
Decrease in guarantee deposits received
Repayment of the principal portion of lease liabilities
Increase in other liabilities
Decrease in other liabilities
Cash dividends paid

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH HELD IN FOREIGN CURRENCIES

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
2023
-
872
-
633,832
-
305,072
949
169,006

(673,981)

-
-
20,339
-
(434,406)
194,038
-
(839,405)

(1,059,434)

18,979

18,057,427
55,538,037

$ 73,595,464
2022

(324)

-

(969,725)

-

(53,488)

-

1,100
69,127
(1,981,226)
(6,741,390)
(2,700,000)

-

(30,918)

(432,733)

-

(196,937)
(974,282)
(11,076,260)
1,301,740
(14,972,792)
70,510,829
$ 55,538,037
(Continued)

25

UNION BANK OF TAIWAN

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

Reconciliation of the amounts in the statements of cash flows with the equivalent items reported in the balance sheets as of December 31, 2023 and 2022:

Cash and cash equivalents in balance sheets

Securities purchased under agreements to resell that meet the
definition of cash and cash equivalents in IAS 7

Cash and cash equivalents in statements of cash flows
**December 31 ** **December 31 **


2023
$ 10,867,826
62,727,828

$ 73,595,654
2022
$ 11,806,105
43,731,932
$ 55,538,037

The accompanying notes are an integral part of the financial statements.

(Concluded)

26

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders

Union Bank of Taiwan

Opinion

We have audited the accompanying consolidated financial statements of Union Bank of Taiwan (the “Bank”) and its subsidiaries (collectively, the “Company”), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

The key audit matter of the Company’s consolidated financial statements for the year ended December 31, 2023 is described as follows:

Assessment of the Impairment of Discounts and Loans

As of December 31, 2023, the net amount of discounts and loans of the Company was approximately 60% of total consolidated assets, and was considered material to the financial statements as a whole. Refer to Note 14 to the consolidated financial statements. The Company’s management perform loan impairment assessment that involves making critical judgments on accounting estimates and assumptions; therefore, we determined allowance for possible losses on discounts and loans as a key audit matter for the year ended December 31, 2023.

The Company’s management periodically perform loan impairment assessment that requires making judgments to measure loss allowance at an amount equal to expected credit losses. Besides assessing expected credit losses of loans in accordance with IFRS 9 “Financial Instruments”, The Company’s management complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations when assessing classification of credit assets and recognizing allowance for possible losses.

For the accounting policies and relevant information about loan impairment assessment, please refer to Notes 4, 5 and 14 to the consolidated financial statements.

The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:

27

  1. We obtained an understanding of the relevant internal controls in respect of the Bank’s loan impairment assessment and tested the operating effectiveness of such controls.

  2. We tested the classification of credit assets in accordance with relevant regulations issued by management and authorities. In addition, we calculated the required provision of allowance for possible losses on loans in order to assess whether the recognized amount complied with the regulations.

  3. We assessed the reasonableness and consistency of the methodology applied by management in the calculation of expected credit losses; we tested the completeness of the loans and the accuracy of the calculation of expected credit losses for selected loans.

Other Matter

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

Responsibilities of Management and Those Charged with Governance for the Consolidated

Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, and IFRS, IAS, IFRIC, and 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 Company’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 Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting

28

and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 Company to cease to continue as a going concern.

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

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

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

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

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

The engagement partners on the audits resulting in this independent auditors’ report are Kuan-Hao Lee and Jiun-Hung Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 13, 2024

29

UNION BANK OF TAIWAN AND SUBSIDIARIES

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

ASSETS
CASH AND CASH EQUIVALENTS
DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST
SECURITIES PURCHASED UNDER RESELL AGREEMENTS
RECEIVABLES, NET
CURRENT TAX ASSETS
DISCOUNTS AND LOANS, NET
INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD, NET
OTHER FINANCIAL ASSETS, NET
PROPERTY AND EQUIPMENT, NET
RIGHT-OF-USE ASSETS
INVESTMENT PROPERTIES, NET
GOODWILL
COMPUTER SOFTWARE
DEFERRED TAX ASSETS
OTHER ASSETS, NET
TOTAL
LIABILITIES AND EQUITY

DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS
DUE TO THE CENTRAL BANK AND OTHER BANKS
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
PAYABLES
CURRENT TAX LIABILITIES
DEPOSITS AND REMITTANCES
BANK DEBENTURES
BONDS PAYABLE
PREFERRED STOCK LIABILITY
OTHER FINANCIAL LIABILITIES
PROVISIONS
LEASE LIABILITIES
DEFERRED TAX LIABILITIES
OTHER LIABILITIES
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE BANK
Share capital
Ordinary shares
Preference shares
Total share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity attributable to owners of the Bank
NON-CONTROLLING INTERESTS
Total equity
TOTAL
2023
Amount
%
$ 11,526,796
1
31,773,751
3
52,855,566
6
58,459,080
6
81,648,341
9
62,727,638
7
37,808,389
4
15,608
-
564,107,624
60
1,942,531
-
1,841,988
-
15,351,294
2
1,819,034
-
4,669,256
1
1,985,306
-
176,106
-
943,965
-

9,494,772

1
$ 939,147,045
100
$ 12,844,229
1
1,403,184
-
1,824,034
-
61,079,195
7
9,166,930
1
226,334
-
756,162,659
81
5,000,000
1
927,202
-
375,000
-
11,414,307
1
361,129
-
1,812,408
-
2,284,362
-

3,623,617

-
868,504,590

92
37,789,525
4

2,000,000

-

39,789,525

4

8,125,732

1
11,518,843
1
757,036
-

5,623,241

1

17,899,120

2

2,619,575

1
68,433,952
8

2,208,503

-

70,642,455

8
$ 939,147,045
100
2022































Amount
%
$ 12,598,697
2
24,624,316
3
29,047,342
3
59,513,169
7
82,519,002
10
43,741,945
5
29,180,983
3
1,593
-
528,118,601
63
1,937,259
-
1,638,825
-
12,518,775
2
1,674,658
-
4,803,059
1
1,985,307
-
199,103
-
732,966
-

10,164,333

1
$ 844,999,933
100
$ 5,817,199
1
904,865
-
931,500
-
34,298,607
4
7,256,873
1
660,557
-
707,914,334
84
5,000,000
1
1,001,523
-
375,000
-
10,508,961
1
349,779
-
1,662,565
-
1,819,261
-

3,381,987

1

781,883,011

93
35,940,460
4

2,000,000

-

37,940,460

4

8,076,826

1
10,589,878
1
627,440
-

4,473,399

1

15,690,717

2

(637,581)

-
61,070,422
7

2,046,500

-

63,116,922

7
$ 844,999,933
100

The accompanying notes are an integral part of the consolidated financial statements.

30

UNION BANK OF TAIWAN AND SUBSIDIARIES

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

NET INTEREST
INTEREST REVENUE

INTEREST EXPENSE

NET INTEREST

NET REVENUES OTHER THAN
INTEREST
Service fee income, net
Gains (losses) gain on financial
assets and liabilities at fair value
through profit or loss
Realized gains on financial assets at
fair value through other
comprehensive income
Share of loss of associates
Foreign exchange gains
Impairment losses on assets
Securities brokerage fee revenue,
net
Rental revenue
Other noninterest gains, net

TOTAL NET REVENUE

BAD-DEBT EXPENSE AND
PROVISION FOR LOSSES ON
COMMITMENTS AND
GUARANTEES

OPERATING EXPENSES
Employee benefit
Depreciation and amortization
General and administrative
2023
Amount
%
$ 19,970,042 112
11,618,055
65

8,351,987
47

3,310,311 18
2,077,262 12
219,071
1
(20,228)
-
1,224,309
7
(77,139) (1)
317,435
2
2,228,937 12
302,682

2

17,934,627
100

628,393

3

4,682,035 26
2,666,665 15
4,722,137
26
Percentag
e Increase
2022
(Decrease)
Amount
%
%
$ 14,962,590 94
33
5,120,855
32
127
9,841,735
62
(15)

3,321,684 21
-

(203,322) (1) 1,122

788,478
5
(72)

(55,901)
-
(64)

547,695
3
124
(1,269,245) (8)
(94)

320,007
2
(1)

2,318,359 14
(4)
375,849

2
(19)
15,985,339
100
12
499,377

3
26

4,298,695 27
9

2,713,880 17
(2)
3,923,613
24
20
(Continued)
Percentag
e Increase
(Decrease)






















31

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

Total operating expenses

INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE

CONSOLIDATED NET INCOME

OTHER COMPREHENSIVE
INCOME (LOSS)
Items that will not be reclassified
subsequently to profit or loss:
Remeasurement of defined
benefit plans
Unrealized gains (losses) on
investments in equity
instruments at fair value
through other comprehensive
income
Income tax relating to items that
will not be reclassified
subsequently to profit or loss
Items that may be reclassified
subsequently to profit or loss:
Exchange differences on
translation of the financial
statements of foreign
operations
Unrealized loss on investments in
debt instruments at fair value
through other comprehensive
income
Income tax relating to items that
may be reclassified
subsequently to profit or loss
Other comprehensive income
for the year, net of income
tax
2023
Amount
%
12,070,837
67

5,235,397 29
914,717

5

4,320,680
24

(57,490)
-
3,067,341 17

(291,386) (2)
(125,642) (1)
1,166,753
7
25,129

-

3,784,705
21
Percentag
e Increase
2022
(Decrease)
Amount
%
%
10,936,188
68
10

4,549,774 28
15
1,008,240

7
(9)
3,541,534
22
22

(77,502) (1)
(26)
(1,958,173) (12)
257

(49,876)
-
484

1,409,818
9 (109)
(5,768,822) (36)
120
(281,964)
(2)
109
(6,726,519)
(42)
156
(Continued)
Percentag
e Increase
(Decrease)















32

UNION BANK OF TAIWAN AND SUBSIDIARIES

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

TOTAL COMPREHENSIVE
INCOME (LOSS)

NET INCOME ATTRIBUTABLE
TO:
Owners of the Bank

Non-controlling interests


TOTAL COMPREHENSIVE
INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Bank

Non-controlling interests


EARNINGS PER SHARE (NEW
TAIWAN DOLLARS; Note 46)

Basic
Diluted
2023
Amount
%
$ 8,105,385
45

$ 4,317,286 24
3,394

-

$ 4,320,680
24

$ 8,101,987 45
3,398

-

$ 8,105,385
45


$1.02
$1.01
2022

Amount
%
$ (3,184,985)
(20)
$ 3,539,070 22
2,464

-
$ 3,541,534
22
$ (3,187,453) (20)
2,468

-
$ (3,184,985)
(20)
$0.81
$0.81
Percentag
e Increase
(Decrease)














%
354

22
38
22

354
38
354

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

33

UNION BANK OF TAIWAN AND SUBSIDIARIES

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


BALANCE AT JANUARY 1, 2022

Appropriation of the 2021 earnings
Legal reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Net income for the year ended December
31, 2022
Other comprehensive income for the year
ended December 31, 2022
Non-controlling interests
Share-based payment
Disposals of investments in equity
instruments designated as at fair value
through other comprehensive income

BALANCE AT DECEMBER 31, 2022
Appropriation of the 2022 earnings
Legal reserve
Capital reserve
Cash dividends on common shares
Cash dividends on preference shares
Stock dividends on common shares
Other changes in capital surplus changes in
capital surplus from investment in
associates and joint ventures accounted
for using the equity method
Net income for the year ended December
31, 2023
Other comprehensive income for the year
ended December 31, 2023
Non-controlling interests
Share-based payment
Disposals of investments in equity
instruments designated as at fair value
through other comprehensive income

BALANCE AT DECEMBER 31, 2023
Equity AttributableOwners of theCompany Non-controlling
Total
Interests
$ 65,135,311
$ 729,758

-
-
(494,282 )
-
(480,000 )
-
-
-
3,539,070
2,464

(6,726,523 )
4
-
1,314,274
96,846
-

-

-


61,070,422
2,046,500
-
-
-
-
(359,405 )
-
(480,000 )
-
-
-
16,640
-
4,317,286
3,394
3,784,701
4
-
158,605
84,308
-

-

-

$ 68,433,952
$ 2,208,503
Total Equity
$ 65,865,069
-
(494,282 )
(480,000 )
-
3,541,534
(6,726,519 )
1,314,274
96,846

-
63,116,922
-
-
(359,405 )
(480,000 )
-
16,640
4,320,680
3,784,705
158,605
84,308

-
$ 70,642,455
ShareCapital Total
Capital Surplus
$ 34,952,187
$ 8,051,984

-
-
-
-
-
-
2,916,269
-
-
-
-
-
-
-
72,004
24,842

-

-

37,940,460
8,076,826
-
-
-
-
-
-
-
-
1,797,023
-
-
16,640
-
-
-
-
-
-
52,042
32,266

-

-

$ 39,789,525
$ 8,125,732
Retained Earnings Total
$ 16,484,719


-

(494,282 )

(480,000 )

(2,916,269 )
3,539,070

(62,001 )
-
-

(380,520)

15,690,717

-

-

(359,405 )

(480,000 )

(1,797,023 )
-
4,317,286

(45,595 )
-
-

573,140

$ 17,899,120
Other Equity Total
$ 5,646,421

-
-
-
-
-

(6,664,522 )
-
-

380,520


(637,581 )
-
-
-
-
-
-
-
3,830,296
-
-

(573,140)

$ 2,619,575











Exchange
Differences on
Translation of
the Financial
Statements of
Unrealized
Valuation Gains
(Losses) on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (1,636,613 ) $ 7,283,034

-
-

-
-

-
-

-
-
-
-

1,127,854
(7,792,376 )
-
-
-
-

-

380,520

(508,759 )
(128,822 )
-
-
-
-

-
-

-
-

-
-
-
-
-
-

(100,513 )
3,930,809
-
-
-
-

-

(573,140)

$ (609,272)
$ 3,228,847
Ordinary Shares
$ 32,952,187

-
-
-
2,916,269
-
-
-
72,004

-

35,940,460
-
-
-
-
1,797,023
-
-
-
-
52,042

-

$ 37,789,525
Preference
Shares
$ 2,000,000

-
-
-
-
-
-
-
-

-

2,000,000
-
-
-
-
-
-
-
-
-
-

-

$ 2,000,000




Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 8,924,700
$ 627,440
$ 6,932,579

1,665,178
-
(1,665,178 )
-
-
(494,282 )
-
-
(480,000 )
-
-
(2,916,269 )
-
-
3,539,070
-
-
(62,001 )
-
-
-
-
-
-

-

-

(380,520)

10,589,878
627,440
4,473,399
928,965
-
(928,965 )
-
129,596
(129,596 )
-
-
(359,405 )
-
-
(480,000 )
-
-
(1,797,023 )
-
-
-
-
-
4,317,286
-
-
(45,595 )
-
-
-
-
-
-

-

-

573,140

$ 11,518,843
$ 757,036
$ 5,623,241

The accompanying notes are an integral part of the consolidated financial statements

34

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

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit losses/bad-debt expenses
Gains (losses) on financial assets at fair value through profit or loss

Interest expense

Interest revenue

Dividend income
Share of loss of associates
Gains disposal of properties and equipment
(Losses) gains on disposal of investments
Impairment loss on financial assets
Reversal of impairment loss on financial assets
Impairment loss on nonfinancial assets
Reversal of impairment loss on nonfinancial assets
Losses on disposal of collaterals
Changes in operating assets and liabilities
Due from the Central Bank and call loans to other banks

Financial assets at fair value through profit or loss

Financial assets at fair value through other comprehensive
income
Investments in debt instruments at amortized cost
Receivables

Discounts and loans

Other financial assets
Deposits from the Central Bank and other banks
Financial liabilities at fair value through profit or loss

Securities sold under repurchase agreements

Payables
Deposits and remittances

Other financial liabilities
Provision for employee benefits
Other liabilities

Cash generated from (used in) operations activities

Interest received

Dividends received
Interest paid

Income tax paid

Net cash generated from (used in) operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of associates
Net cash outflow on acquisition of subsidiary
2023
$ 5,235,397
2,569,804
96,861
628,393
(2,002,284)
11,618,055
(19,970,042)
(542,889)
20,228
(37,227)
248,840
75,492
-
3,081
(1,434)
485
(7,149,435)
(18,876,379)
4,952,909
746,263
(8,392,145)
(36,531,709)
(196,663)
6,708,630
(2,037,027)
26,780,588
(388,300)
48,248,325
8,034
(63,481)
(1,059)

11,751,311
19,758,609
542,889
(9,237,745)
(1,374,697)

21,440,367

(10,000)
420,434
2022
$ 4,549,774

2,620,997

92,883

499,377

378,723

5,120,855
(14,962,590)

(751,874)

55,901

(77,126)

(80,305)

1,279,572

(8,219)

-

(2,108)

1,008

4,928,795
18,638,526
(6,473,341)
(5,181,515)
(1,064,363)
(35,509,315)

48,938
(3,864,543)

(985,460)
(16,981,149)
(1,491,526)
36,531,476

(6,445)

(75,374)
(278)
(12,768,706)
14,507,752

746,684
(4,750,963)
(790,757)
(3,055,990)

-

-
(Continued)

35

UNION BANK OF TAIWAN AND SUBSIDIARIES

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

Payments for property and equipment

Proceeds from disposal of property and equipment
Payments for investment properties
Increase in settlement fund
Decrease in settlement fund
Increase in refundable deposits
Decrease in refundable deposits
Payments for intangible assets
Proceeds from disposal of collaterals
Increase in other assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in due to Central Bank and other banks
Decrease in due to Central Bank and other banks
Increase in commercial paper
Repayment of bonds payable
Proceeds from issue of bank debentures
Proceeds from issuance of preferred stock liability
Repayments of preferred stock liability
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of the principal portion of lease liabilities
Increase in other liabilities
Decrease in other liabilities
Cash dividends paid
Preference shares issued by subsidiaries
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

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
2023
(3,588,525)
15
(49,086)
-
872
-
690,628
(73,863)
949
(1,230,108)

(3,838,684)

914,233
-
897,311
(9,564)
-
-
-
5,016
-
(489,595)
161,120
-
(839,405)
-
(234,934)

404,182

(92,073)

17,913,792
56,340,642

$ 74,254,434
2022
(2,116,964)

1

(11,214)

(324)

-
(1,025,315)

-

(98,967)

1,100
(1,146,252)
(4,397,935)

-
(6,545,390)

731,167

(10,224)
(2,700,000)

375,000

(371,500)

-

(111,977)

(482,985)

-

(147,849)

(974,282)

1,314,000
274
(8,923,766)
1,229,071
(15,148,620)
71,489,262
$ 56,340,642
(Continued)

36

UNION BANK OF TAIWAN AND SUBSIDIARIES

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

Reconciliation of the cash and cash equivalents reported in the consolidated statements of cash flows with those reported in the consolidated balance sheets as of December 31, 2023 and 2022:

Cash and cash equivalents in the consolidated balance sheets

Securities purchased under agreements to resell that meet the
definition of cash and cash equivalents in IAS 7

Cash and cash equivalents in consolidated statements of cash flows
**December 31 ** **December 31 **


2023
$ 11,526,796
62,727,638

$ 74,254,434
2022
$ 12,598,697
43,741,945
$ 56,340,642

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

37

Attachment

Union Bank of Taiwan

2023 Profit Distribution Table Unit: NT$

Item Item Amount Amount






Beginning Undistributed Profit 778,410,517
Surplus after tax for the currentperiod 4,317,285,965
Determine the remeasurement amount of the
welfare plan and recognize it in the
retained surplus
(45,594,768)
Disposal of equity instruments at fair value
through other comprehensive income
573,139,543
Provide the statutory surplus reserve for the
year
(1,453,449,222)
Withdrawal of the special surplus reserve for
theyear
129,596,576
Current surplus available for distribution 4,299,388,611
Assign items
Special stock dividend
Common stock dividend (NT$0.9per share)
(511,845,205)
(3,401,057,252)

(3,912,902,457)
Undistributed profit 386,486,154

Notes:

According to the Ministry of Finance's 1998.04.30 fiscal and taxation No. 871941343, when the surplus is distributed, it should be identified by individual identification. This surplus distribution will give priority to the surplus of 2023.

Chairman: Lin Jeff Manager: Xu Weiwen Accounting Head: Lu Wenjuan

38

Attachment

Articles of Association

ause after Amendment Clause before Amendment Remarks
Article 18-1
Among the number of directors
of the Bank, the number of
independent directors must be at
least 3, and shall not be less than
1/3 of the number of directors. A
candidate nomination system is
adopted, and the shareholders'
meeting shall select independent
directors from the list of
independent director candidates.
The independent directors of the
Bank shall serve consecutive
terms. No more than 3 terms shall
be held.
The professional qualifications,
shareholdings, part-time
restrictions, nomination and
election methods and other
matters that should be complied
with by independent directors are
all in compliance with the
relevant regulations of the
competent authority.
The Bank's Board of Directors
has established an Audit
Committee since the ninth term,
and is composed of all
independent directors. The
number of its members shall not
be less than 3, one of whom shall
be the convener, and at least one
shall have accounting or financial
expertise; Responsibilities and
Organizational Rules of the Audit
Committee , The exercise of
powers and other matters that
should be complied with shall be
handled in accordance with
relevant laws and company
regulations.
Article 18-1
Among the number of directors of
the Bank, the number of
independent directors must be at
least 3, and shall not be less than
1/5 of the number of directors. A
candidate nomination system is
adopted, and shareholders select
independent directors from a list
of candidates.
The professional qualifications,
shareholdings, part-time
restrictions, nomination and
election methods and other
matters that should be complied
with by independent directors are
all in compliance with the relevant
regulations of the competent
authority.
The Bank's Board of Directors has
established an Audit Committee
since the ninth term, and is
composed of all independent
directors. The number of its
members shall not be less than 3,
one of whom shall be the
convener, and at least one shall
have accounting or financial
expertise; Responsibilities and
Organizational Rules of the Audit
Committee , The exercise of
powers and other matters that
should be complied with shall be
handled in accordance with
relevant laws and company
regulations.
1. In line with the promotion of
"Corporate Governance
3.0-Sustainable Development
Blueprint", it is stipulated that for
listed companies with a capital of
more than 10 billion yuan and in
the financial and insurance
industry, the number of
independent director seats shall
not be less than one-third from
113, and in accordance with "
The "Sustainable Development
Action Plan for Listed Companies
(2023)" Promotional Measures 2:
Deepen Corporate Sustainable
Governance Culture Point 1
Strengthen the Functions of
Independent Directors and Audit
Committees Point (2) clearly
stipulates that all listed
companies should follow the
rules starting from 2027 The
number of independent director
seats shall not be less than
one-third of the total number of
directors during the term of the
board of directors.
2. Promote measures in
accordance with the "Sustainable
Development Action Plan for
Listed Companies (2023)" 2.
Deepen corporate sustainable
governance culture Point 1
Strengthen the functions of
independent directors and audit
committees Point (3) to
standardize listed companies
starting from 2027 The
consecutive term of all
independent directors shall not
exceed 3 terms.
Article 43
This constitution was established
on August 20, 1990 in the
Republic of China.
(abbreviated below)
Amended 27 June 14,2024.
Article 43
This constitution was established
on August 20, 1990 in the
Republic of China.
(hereinafter omitted).
Add this revision date.

Table of Comparison Clauses Before and After Amendment

39

Attachment

==> picture [492 x 677] intentionally omitted <==

40

==> picture [508 x 278] intentionally omitted <==

41