AI assistant
UNION INS. — AGM Information 2021
Aug 12, 2021
52198_rns_2021-08-12_be265190-7031-4e50-b8e3-542fa77a1b6c.pdf
AGM Information
Open in viewerOpens in your device viewer
TWSE:2816
==> picture [119 x 153] intentionally omitted <==
==> picture [459 x 69] intentionally omitted <==
2021 Annual General Meeting Handbook
Time: 9:00 AM on June 17, 2021 Place: International Reception Hall, The Grand Hotel, 2F, No.1, Sec. 4, Zhong-Shan North Road, Taipei City
Union Insurance Co., Ltd.
Table of Contents
Page Number
Meeting Procedures ..................................................................................................... 1 Meeting Agendas Matters to Be Reported.......................................................................................... 2 Proposed Resolution .............................................................................................. 3 Discussions ............................................................................................................ 6 Extraordinary Motions .......................................................................................... 6 Adjournment .......................................................................................................... 6 Attachment I. 2020 Business Report ..................................................................................... 7 II. 2020 Auditor Report ..................................................................................... 10 III. 2020 Financial Statements ............................................................................ 18 IV. Audit Committee's Review Report on the 2020 Financial Statements ......... 26 V. Comparison Table of the Amendment to the "Corporate Social Responsibility Principles" ............................................................................. 27 VI. Comparison Table of the Amendment to the "Articles of Incorporation” .... 28 Appendix I. Corporate Social Responsibility Principles .................................................. 31 II. Articles of Incorporation ............................................................................... 37 III. Rules of Procedure for Shareholders' Meetings............................................ 46 IV. Shareholding Status of All Directors ............................................................ 54 V. Other Matters ................................................................................................ 55
Union Insurance Co., Ltd. 2021 Annual General Meeting Procedures
Time: 9:00 AM on June 17, 2021
Place: International Reception Hall, The Grand Hotel, 2F, No.1, Sec. 4, Zhong-Shan North Road., Taipei City
-
I. Call the Meeting to Order
-
II. Chairperson Takes Chair
-
III. Matters to Be Reported
-
(I) 2020 Business Reports and Financial Statements
-
(II) Audit Committee's Review Report on the 2020 Financial Statements
-
(III) Distribution of Remuneration for Employees and Directors of 2020
-
(IV) Amendment to the Corporate Social Responsibility Principles
-
IV. Proposed Resolutions
-
(I) To adopt the 2020 Financial Statements
-
(II) To adopt the 2020 Earnings Distribution Proposal
-
V. Discussions
-
(I) To discuss partial amendments to the Company's Articles of Incorporation
-
VI. Extraordinary Motions
-
VII. Adjournment
1
Matters to Be Reported
-
(I) 2020 Business Reports and Financial Statements:
-
[For details, please refer to the Company's 2020 Business Report and Financial Statements as set out in Attachments I to III] (#page7# - #page25#)
-
(II) Audit Committee's Review Report on the 2020 Financial Statements:
-
[Audit Committee's Review Report is set out in Attachment IV] (#page26#)
-
(III) Distribution of Remuneration for Employees and Directors of 2020:
-
The Company's Board of Directors approved the distribution of 2020 employees' compensation of NT$28,500,000 and Directors' remuneration of NT$6,500,000 in cash on March 26, 2021, both of which are consistent with the expense recognized for the current year.
-
(IV) Amendment to Corporate Social Responsibility Principles:
-
[The Comparison Table of the Amendments to "Corporate Social Responsibility Principles" is set out in Attachment V] (#page27# )
2
Proposed Resolution
Proposal 1:
- Proposed by the Board of Directors
Subject: Subject: Please proceed with the adoption of the Company's 2020 financial statements.
Explanation:
-
I. To handle in accordance with the provisions in Paragraph 1 of Article 20, Paragraph 1 of Article 228 of the Company Act and Article 36 of the Securities and Exchange Act.
-
II. The Company's 2020 Business Report is prepared as in Attachment I (#page7# - #page9#).
-
III. The Company's 2020 consolidated and individual financial statements certified by CPAs Li Feng-Hui and Chung Dan-Dan of CPA firm KPMG Taiwan are attached as in Attachments [Attachments II to III] (#page10# -#page25#).
Resolution:
3
Proposal 2:
-
Proposed by the Board of Directors
-
Subject: Please proceed with the adoption of the 2020 Earnings Distribution Proposal.
Explanation:
-
I. The net profit after tax of the Company for 2020 was NT$702,097,399. The distributable earnings of NT$463,145,925, after the net profit after tax was adjusted for other items and allocated legal surplus reserve and special surplus reserve, shall be distributed to shareholders as cash dividend of NT$178,886,400.
-
II. In accordance with the Company's actual shares outstanding, each share received cash dividends of NT$0.8, calculated up to 1 unit of NT dollar amount. The remainder will be discarded and then included in the Company's other income item. After obtaining approval from the Shareholders' Meeting, the Board of Directors shall delegate the Chairman to set an ex-dividend date and a distribution date.
-
III. If any changes in the Company's shareholder's equity cause changes in number of shares outstanding that dividend payout ratio has to be changed and required for amendment, or any requests from the regulators or any other factual needs for amendment, the Board is fully authorized for this amendment.
-
IV. Profit Distribution Statement was prepared in accordance with profit distribution related provisions in Article 36 of the Company Charter.
Resolution:
4
Union Insurance Co., Ltd. Earnings Distribution Table
For the year 2020
| For the year 2020 | ||
|---|---|---|
| Item | Amount | |
| Subtotal | Total | |
| Unappropriated retained earnings at the beginning of the period Actuarial gains and losses change in the current period Disposal of equity instrument measured at FVTOCI Reversal of special reserve (Note 2) Net profit after tax in the current period Subtotal Provisions: Less:legalreserve Less:specialreserve(Note1) Distributable earnings Distribution items |
(29,815,002) 9,345,117 287,665 702,097,399 (136,325,503) (200,109,984) |
117,666,233 |
| 799,581,412 |
||
| 463,145,925 |
||
| Shareholder bonus: cash dividend of NT$0.8 per share | (178,886,400) | |
| Unappropriated retained earnings at the end of the period | 284,259,525 |
-
Note 1: The special reserves set aside pursuant to provisions in Article 8, 9, and 10 of the "Regulations Governing Insurance Enterprises for Setting Aside Various Reserves" shall be based on the remaining balance after deduction of income tax pursuant to International Accounting Standards No. 12 and be set aside in the account of "Special Reserve" under "Owner’s Equity."
-
Note 2: According to Order No. 10502066461 dated July 13, 2016 issued by the Financial Supervisory Commission, when distributing earnings for fiscal years from 2016 to 2018, the Company shall set aside a special reserve for the "Employee Training and Transformation Plan;" the same amount, when to be withdrawn in later years, may be reversed within the balance of the special reserve.
-
Note 3: 2020 surplus is preferentially allocated to dividends, which are calculated based on 223,608,000 outstanding shares.
5
Discussions
Proposal 1:
Proposed by the Board of Directors
Subject: Amendment to the Company’s Articles of Incorporation Explanation:
-
I. Proceed as per the Company Act.
-
II. The comparison table of amendments is attached in [Attachment VI] (#page28-#page30#).
Resolution:
Extraordinary Motions
Adjournment
6
Attachment I
==> picture [59 x 73] intentionally omitted <==
==> picture [301 x 46] intentionally omitted <==
2020 Business Report
I. Operating Directives
The Company continues to uphold the spirit of the Group. We regard our employees as important resources; working confidently, we all are one, heart to heart, with the spirit to unite those who are like-minded to create high-performance and share the fruitful results, while creating new business territories to achieve the Company's culture and business concept so that both the Company and the employees may continuously benefit. We strive to strengthen corporate governance mechanism, fulfill corporate social responsibility, implement fair treatment on customers, improve the core capital and risk bearing capacity of the Company, so as to generate shareholder's value as the foundation of our sustainable operation. That is all for the Company's colleagues to work hard to follow the business policy.
II. Implementation Overview and Results
Due to the impact of COVID-19 epidemic on the global economy in 2020, domestic property insurance market has seen a decline in premiums of travel-related insurance and freight insurance. By contrast, due to effective control on domestic epidemic, premiums of other insurance have witnessed an apparent growth. Total premiums from all kinds of insurance amounted to NT$187.39 billion, an increase of NT$11 billion (or 6.2%) from NT$176.39 billion in 2019. With the concerted efforts of staff, the Company has made great strides in insurance premium income which surged passed NT$10 billion for the first time and reached a record high of NT$10.22 billion, an increase of NT$390 million (or 4.0%) from NT$9.83 billion in 2019, attaining a sixth place in the market and a market share of 5.5%.
In recent years, the Company’s investment management policy has been centered on good liquidity structure, i.e. properly allocate assets to derive steady investment gains; insurance underwriting business has expanded significantly, owing to good car sales domestically and an increase of premiums rates of some insurances; and reinsurance arrangements and the underwriting capacity for commercial insurance business have also gained grounds; all contributing to the growth of the overall operating performance. Taiwan Ratings recognized the Company as having strong capital and profitability and thus assigned the rating of "twAA" and a stable outlook to the Company’s issuer credit
7
rating and insurer financial strength rating. Standard & Poor's (S&P) and AM Best also recognized the Company's performance by respectively awarding the Company a rating of “A-” and “A- (Excellent)” and a stable outlook.
III. Operating Revenue
(I) Operating revenue
In 2020, premium retained saw a stable growth of 5.36% to NT$7.383 billion; premium earned amounted to NT$7.144 billion, an increase of NT$105 million (or 1.5%) from NT$7.039 billion in 2019; annual net investment gain reached a record high of NT$501 million, an increase of NT$66 million (or 15%) from NT$435 million in 2019. The overall operating revenue climbed to NT$8.238 billion, an increase of NT$156 million (or 1.9%) from NT$8.082 billion in 2019.
(II) Operating expenses
In 2020, loss ratio amounted to 53.9%; total operating costs amounted to NT$5.51 billion, an increase of NT$158 million (or 2.9%) from NT$5.352 billion in 2019; and, total operating costs amounted to NT$2.054 billion, a slight increase of NT$10 million (or 0.5%) from NT$2.044 billion in 2019.
IV. Profitability Analysis
Earnings in 2020 have seen a steady growth, namely, a combined ratio of 96%; profit before tax of NT$706 million, an increase of NT$6 million (or 0.8%) from NT$700 million in 2019; profit after tax of NT$702 million; basic earnings per share of NT$3.14; owners’ equity of NT$5.847 billion, an increase of 7.9% from NT$5.418 billion at the end of 2019; an increase in net worth per share to NT$26.15; and, an equity-to-asset ratio of 32.95%.
V. Research and Development
The ever-evolving modern technology has shaped customers’ consumption pattern. In order to provide them services with greater speed and diversity, the Company has optimized its core systems and B2B and B2C operating systems to improve operating efficiency; launched a mobile application ( APP) and refined its official website to offer online insurance purchase, online premium calculations, electronic insurance policies, property insurance Q&A, and rapid claims settlement, among other services; and provided multiple communication channels with customers through Facebook and Line@.
In order to provide policyholders with broader coverage and product choices, during the 2020 epidemic period, the Company rolled out the pandemic insurance policy which compensates a policyholder if he/she has contracted a legally mandated transmittable disease. In addition, the Company has made great efforts in devising various products, e.g. mobile device insurance, mobile phone insurance, cybersecurity insurance, designated
8
driver liability insurance, green car insurance, an add-on clause for reconstruction using green materials, and comprehensive pet insurance, among other products.
The Company will continue to devise new products; optimize and innovate on operations; leverage fintech to make insurance services more efficient; focus on the management of emerging risks; build a complete information security framework; and refine information services and improve the maturity of information security governance in order to offer quality customer services through the introduction of new technologies. In addition, the Company will follow with the policies of the Financial Supervisory Commission to proactively apply the Insurance Capital Standard (ICS) and IFRS17 and practice personal data protection and principles for fair treatment of customers. Doing so will not only guarantee customers the highest quality and friendly service experience, but also fulfill corporate social responsibility, thereby building the Company into customers’ most trusted insurance company.
Chairman:
Manager:
Principal Accounting Officer:
9
Attachment II
Independent Auditors’ Report
To the Board of Directors of Union Insurance Co., LTD.:
Opinion
We have audited the financial statements of Union Insurance Co., LTD.(“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and 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 Company as at December 31, 2020 and 2019, 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 Insurance Enterprises.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
Assessment of insurance liability
Please refer to Note 4(p) “Insurance liabilities” for the related accounting policy, Note 5(a) for accounting assumptions and estimation uncertainty of insurance liability, and Note 6(q) for details of the assessment of insurance liability.
Description of key audit matter:
The Company measures insurance liabilities in accordance with “Regulations Governing the Provision of Various Reserves” and relevant administrative rules, of which the judgment of future uncertainty and related hypothetical parameters include claim development factor and expected claim rate used in estimating the claim reserve, as well as the reserve of unearned premium is based on the calculated factors according to characteristics of each insurance type. Above mentioned assessment is involved the exercise of significant professional judgments. Therefore, the valuation of insurance liabilities has been identified as a key audit matter in our audit.
10
How the matter was addressed in our audit:
Our principal audit procedures included: engaging our internal actuarial specialists to perform relevant audit procedures over insurance liability, inspecting whether the methods and parameters of insurance liabilities are in accordance with insurance related regulations and administrative rules and relevant practical principles set by the Actuarial Institute of the Republic of China; independently establishing models to recalculate the amount of reserves and further comparing the result of recalculation with the one provided by the management; the appropriateness of actuarial assumptions based on internal data or industry experiences with the characteristics of insurance products, performing the changes of insurance liabilities analysis, including understanding of industry and market, and evaluating the rationality of actuarial assumption adopted by the management.
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 Insurance Enterprises, 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 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.
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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
11
-
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 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 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit.
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 of the current period 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 audit resulting in this independent auditors’ report are LEE, FENG HUI and CHUNG, TAN TAN.
KPMG
Taipei, Taiwan (Republic of China) March 26, 2021
12
Representation Letter
The entities that are required to be included in the combined financial statements of Union Insurance Co., LTD. as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Union Insurance Co., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.
Company name: Union Insurance Co., LTD. Chairman: HUNG, CHI-HSIUNG Date: March 26 , 2021
13
Independent Auditors ’ Report
To the Board of Directors of Union Insurance Co., LTD.:
Opinion
We have audited the consolidated financial statements of Union Insurance Co., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Insurance Enterprises and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 of the current period. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.
14
Assessment of insurance liability
Please refer to Note 4(q) “Insurance liability” for the related accounting policy, Note 5(a) for accounting assumptions and estimation uncertainty of insurance liability, and Note 6(p) for details of the assessment of insurance liability.
Description of key audit matter:
The Group measures insurance liabilities in accordance with “ Regulations Governing the Provision of Various Reserves” and relevant administrative rules, of which the judgment of future uncertainty and related hypothetical parameters include claim development factor and expected claim rate used in estimating the claim reserve, as well as the reserve of unearned premium is based on the calculated factors according to characteristics of each insurance type. Above mentioned assessment is involved the exercise of significant professional judgments. Therefore, the valuation of insurance liabilities has been identified as a key audit matter in our audit.
How the matter was addressed in our audit:
Our principal audit procedures included: engaging our internal actuarial specialists to perform relevant audit procedures over insurance liability, inspecting whether the methods and parameters of insurance liabilities are in accordance with insurance related regulations and administrative rules and relevant practical principles set by the Actuarial Institute of the Republic of China; independently establishing models to recalculate the amount of reserves and further comparing the result of recalculation with the one provided by the management; the appropriateness of actuarial assumptions based on internal data or industry experiences with the characteristics of insurance products, performing the changes of insurance liabilities analysis, including understanding of industry and market, and evaluating the rationality of actuarial assumption adopted by the management.
Other Matter
The Group has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, 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 Insurance Enterprises and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Group s financial reporting process.
15
Auditor ’ s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit.
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.
16
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 of the current period 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 audit resulting in this independent auditors’ report are LEE, FENG HUI and CHUNG, TAN TAN.
KPMG
Taipei, Taiwan (Republic of China) March 26 , 2021
17
(English Translation of Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD.
Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets 11000 Cash and cash equivalents (note 6(a)) 12000 Receivables (note 6(b)) 12600 Current tax assets 13000 Assets classified as held-for- sale (note 6(h)) 14110 Financial assets at fair value through profit or loss (note 6(f)) 14190 Financial assets at fair value through other comprehensive income (note 6(f)) 14145 Financial assets at amortized cost (note 6(f)) 14180 Other financial assets, net (note 6(f)) 16700 Right-of-use assets (note 6(l)) 14200 Investment property (note 6(j)) 15000 Reinsurance assets(note 6(c)) 16000 Property and equipment (note 6(k)) 17000 Intangible assets 18000 Other assets Total assets |
December 31, 2020 Amount % $ 2,386,542 13 667,810 4 302 - - - 1,966,543 11 2,356,484 13 1,493,894 8 2,121,637 12 7,810 - 791,880 5 3,920,832 22 1,165,781 7 136,982 1 728,235 4 |
December 31, 2019 Amount % 2,117,261 12 858,220 5 77 - 39,080 - 1,619,258 9 1,860,294 11 1,437,951 8 2,587,570 15 19,584 - 839,087 5 4,149,186 24 1,127,260 6 133,831 1 745,329 4 17,533,988 100 Liabilities and Equity 21000 Accounts payable (note 6(b) and (e)) 21700 Current tax liabilities 24000 Insurance liabilities (note 6(q)) 27000 Provisions (note 6(o)) 23800 Lease liabilities (note 6(m)) 28000 Deferred tax liabilities (note 6(r)) 25000 Other liabilities Total liabilities Equity 31100 Ordinary share (note 6(s)) 33100 Legal reserve (note 6(s)) 33200 Special reserve (note 6(q) and (s)) 33300 Unappropriated retained earnings (note 6(s)) 34210 Revaluation gains (losses) on investments in equity instruments measured at fair value through other comprehensive income 34700 Equity related to assets (or disposal groups) classified as held for sale (note 6(h)) Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
11,897,539 67 12,116,147 69 |
|||||
2,236,080 13 2,129,600 12 718,040 4 577,284 3 2,235,431 13 2,038,341 12 599,184 3 549,288 3 58,458 - 120,375 1 - - 2,953 - |
|||||
5847193 33 5417841 31 |
|||||
| $ 17,744,732 100 |
,, ,, $ 17744732 100 17533988 100 |
18
(English Translation of Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD.
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)
| 41000 Operating revenue: 41110 Written premium 41120 Reinsurance premium 41100 Premium 51100 Less: Reinsurance expense 51310 Net change in unearned premiums reserve 41130 Retained earned premium 41300 Reinsurance commission received 41500 Net income(loss) from investments 41510 Interest income 41521 Gains on financial assets or liabilities at fair value through profit or loss 41527 Realized gains (losses) on financial assets at fair value through other comprehensive income 41540 Share of loss of associates and joint ventures accounted for using equity method (note 6(g)) 41550 Foreign exchange gains (losses), investments 41570 Gains (losses) on investment property 41585 Expected credit losses or reversal of expected credit losses of investments (note 6(f)) 41590 Other net income (loss) from investments (note 6(i)) 41800 Other operating income Total operating revenue 51000 Operating costs: 51200 Insurance claim payment 41200 Less: Claims recovered from reinsurers 51260 Retained claim payment 51300 Net change in other insurance liability (note6(q)) 51320 Net change in claim reserve 51340 Net change in special claim reserve 51350 Net change in premium deficiency reserve 51500 Commission expense 51800 Other operating costs 51700 Finance costs Total operating costs 58000 Operating expenses: 58100 General expenses 58200 Administrative expenses 58300 Staff training expenses 58400 Expected credit losses or reversal of expected credit losses of non-investments Total operating expenses Net operating income 59000 Non-operating income and expenses: 59100 Gains (losses) on disposals of property and equipment 59900 Other non-operating income and expenses, net Total non-operating income and expenses 62000 Net income before income tax 63000 Less: Income tax expenses (benefits)(note6(r)) Net income 83000 Other comprehensive income: 83100 Components of other comprehensive income that will not be reclassified to profit or loss 83110 Gains (losses) on remeasurements of defined benefit plans (note 6(o)) 83190 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 83200 Components of other comprehensive income (loss) that will be reclassified to profit or loss 83210 Exchange differences on translation of foreign financial statements 83260 Equity related to assets (or disposal groups) dclassified as held-for-sale Components of other comprehensive income that will be reclassified to profit or loss 83000 Other comprehensive income (after tax) Total comprehensive income 97500 Basic earnings per share (note 6(t)) 98500 Diluted earnings per share (note 6(t)) |
2020 Amount % $ 10,222,889 124 419,272 5 |
2019 Change Amount % % 9,833,305 122 4 400,459 5 5 10,233,764 127 3,231,917 40 1 (32,853) - 827 7,034,700 87 586,449 7 (1) 89,255 1 (12) 253,965 3 4 48,037 1 41 (1,999) - 100 (827) - 21 45,120 1 15 (288) - 126 - - - 11,586 - 13 8,065,998 100 6,014,604 75 (1) 2,115,782 26 1 3,898,822 49 (104,753) (1) 156 (23,009) 1 78 (4,314) - 100 1,537,730 19 5 39,386 - 16 2,168 - 15 5,346,030 68 1,575,227 20 2 410,054 5 6 3,994 - (70) 43,272 1 (83) 2,032,547 26 687,421 6 (2) - - - 13,930 - 116 13,930 - 701,351 6 (2,431) - 703,782 6 - (19,579) - (52) 85,209 1 (162) 65,630 1 (226) (668) - 100 2,953 - (100) 2,285 - (100) 67,915 1 (221) 771,697 7 (20) 3.15 3.13 |
|---|---|---|
10,642,161 129 3,259,029 39 238,756 3 |
||
7,144,376 87 579,520 7 78,337 1 264,405 3 67,954 1 - - (657) - 51,825 1 76 - 38,855 - 13,091 - |
||
8,237,782 100 |
||
5,926,033 72 2,136,153 26 |
||
3,789,880 46 58,378 1 (5,066) - - - 1,618,526 20 45,501 - 2,484 - |
||
5,509,703 67 |
||
1,611,241 20 434,332 5 1,195 - 7,421 - |
||
2,054,189 25 |
||
673,890 8 |
||
2,141 - 30,021 1 |
||
32,162 1 |
||
706,052 9 3,955 - |
||
702,097 9 |
||
(29,815) - (52,572) (1) |
||
(82,387) (1) |
||
- - - - |
||
| - - |
||
| (82,387) (1) |
||
$ 619,710 8 |
||
$ 3.14 |
||
| $ 3.12 |
19
(English Translation of Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD.
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Net income Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated-net change in special claim reserve Special reserve appropriated-employee training and transferring plan Cash dividends of ordinary share Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2019 Net income Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated-net change in special claim reserve Cash dividends of ordinary share Stock dividends of ordinary share Special reserve reversal-employee training and transferring plan Disposal of subsidiaries Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2020 |
Share capital Retained earnings Other equity Ordinary shares Legal reserve Special reserve Unappropriated retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Equity related to current assets (or disposal groups) classified as held for sale Total equity $ 2,129,600 456,160 1,764,966 431,190 668 55,224 - 4,837,808 |
|---|---|
- - - 703,782 - - - 703,782 - - - (19,579) (668) 85,209 2,953 67,915 |
|
- - - 684,203 (668) 85,209 2,953 771,697 |
|
- 121,124 - (121,124) - - - - - - 270,875 (270,875) - - - - - - 2,500 (2,500) - - - - - - - (191,664) - - - (191,664) - - - 20,058 - (20,058) - - |
|
2,129,600 577,284 2,038,341 549,288 - 120,375 2,953 5,417,841 |
|
- - - 702,097 - - - 702,097 - - - (29,815) - (52,572) - (82,387) |
|
- - - 672,282 - (52,572) - 619,710 |
|
- 140,756 - (140,756) - - - - - - 200,110 (200,110) - - - - - - - (187,405) - - - (187,405) 106,480 - - (106,480) - - - - - - (3,020) 3,020 - - - - - - - - - - (2,953) (2,953) - - - 9,345 - (9,345) - - |
|
| $ 2,236,080 718,040 2,235,431 599,184 - 58,458 - 5,847,193 |
20
(English Translation of Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Net income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net profit on financial assets or liabilities at fair value through profit or loss Interest expense Interest revenue Dividend revenue Net change in insurance liabilities Net change in other provisions Expected credit loss (Reversal of credit loss) of investments Expected credit loss of non-investments Share of loss of subsidiaries accounted for using equity method Gain on disposal of property and equipment Gain on disposal of investment properties Gain on disposal of intangible assets Gain on disposal of subsidiaries Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in notes receivable Decrease in premiums receivable Increase in other receivable Increase in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Increase in financial assets at amortized cost Decrease in other financial assets Decrease in reinsurance assets Decrease (increase) in other assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in other payable Increase (decrease) in other liabilities Total changes in operating liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net Cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from disposal of subsidiaries Acquisition of property and equipment Proceeds from disposal of property and equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Acquisition of investment properties Proceeds from disposal of investment properties Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Payment of lease liabilities Cash dividends paid Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 |
|---|---|
21
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets 11000 Cash and cash equivalents (note 6(a)) 12000 Receivables (note 6(b)) 12600 Current tax assets 13000 Assets classified as held-for-sale (note 6(g)) 14110 Financial assets at fair value through profit or loss (note 6(f)) 14190 Financial assets at fair value through other comprehensive income (note 6(f)) 14145 Financial assets at amortized cost (note 6(f)) 14180 Other financial assets, net (note 6(f)) 16700 Right-of-use assets (note 6(k)) 14200 Investment property (note 6(i)) 15000 Reinsurance assets (note 6(c)) 16000 Property and equipment (note 6(j)) 17000 Intangible assets 18000 Other assets Total assets |
December 31, 2020 Amount % $ 2,386,542 13 667,810 4 302 - - - 1,966,543 11 2,356,484 13 1,493,894 8 2,121,637 12 7,810 - 791,880 5 3,920,832 22 1,165,781 7 136,982 1 728,235 4 |
December 31, 2019 Amount % 2,117,261 12 858,220 5 77 - 89,711 - 1,619,258 9 1,860,294 11 1,437,951 8 2,587,570 15 19,584 - 839,087 5 4,149,186 24 1,127,260 6 133,831 1 745,329 4 17,584,619 100 Liabilities and Equity 21000 Accounts payable (note 6(b) and (e)) 21700 Current tax liabilities 22000 Liabilities related to assets classified as held-for-sale (note 6(g)) 24000 Insurance liabilities (note 6(p)) 27000 Provisions (note 6(n)) 23800 Lease liabilities (note 6(l)) 28000 Deferred tax liabilities (note 6(q)) 25000 Other liabilities Total liabilities Equity 31100 Ordinary share (note 6(r)) 33100 Legal reserve (note 6(r)) 33200 Special reserve (note 6(p) and (r)) 33300 Unappropriated retained earnings (note 6(r)) 34210 Revaluation gains (losses) on investments in equity instruments measured at fair value through other comprehensive income 34700 Equity related to assets(or disposal groups) classified as held for sale (note 6(g)) Total equity attributable to owners of parent: 36000 Non-controlling interests Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
11,897,539 67 12,143,216 69 |
|||||
2,236,080 13 2,129,600 12 718,040 4 577,284 3 2,235,431 13 2,038,341 12 599,184 3 549,288 3 58,458 - 120,375 1 - - 2,953 - 5,847,193 33 5,417,841 31 |
|||||
- - 23,562 - |
|||||
5,847,193 33 5,441,403 31 |
|||||
| $ 17,744,732 100 |
$ 17,744,732 100 17,584,619 100 |
22
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Share)
| 41000 Operating revenue: 41110 Written premium 41120 Reinsurance premium 41100 Premium 51100 Less: Reinsurance expense 51310 Net change in unearned premiums reserve 41130 Retained earned premium 41300 Reinsurance commission received 41500 Net income (loss) from investments 41510 Interest income 41521 Gains on financial assets or liabilities at fair value through profit or loss 41527 Realized gains (losses) on financial assets at fair value through other comprehensive income 41550 Foreign exchange gains (losses), investments 41570 Gains (losses) on investment property 41585 Expected credit losses or reversal of expected credit losses of investments (note 6(f)) 41590 Other net income (loss) from investments (note 6(h)) 41800 Other operating income Total operating revenue 51000 Operating costs: 51200 Insurance claim payment 41200 Less: Claims recovered from reinsurers 51260 Retained claim payment 51300 Net change in other insurance liability (note6(p)) 51320 Net change in claim reserve 51340 Net change in special claim reserve 51350 Net change in premium deficiency reserve 51500 Commission expense 51800 Other operating costs 51700 Finance costs Total operating costs 58000 Operating expenses: 58100 General expenses 58200 Administrative expenses 58300 Staff training expenses 58400 Expected credit losses or reversal of expected credit losses of non-investments Total operating expenses Net operating income 59000 Non-operating income and expenses: 59100 Gains (losses) on disposals of property and equipment 59400 Asset retirement losses 59900 Other non-operating income and expenses, net Total non-operating income and expenses 62000 Net income before income tax 63000 Less: Income tax expenses (benefits)(note 6(q)) Net income 83000 Other comprehensive income: 83100 Components of other comprehensive income that will not be reclassified to profit or loss 83110 Gains (losses) on remeasurements of defined benefit plans (note 6(n)) 83190 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 83200 Components of other comprehensive income (loss) that will be reclassified to profit or loss 83210 Exchange differences on translation of foreign financial statements 83260 Equity related to assets (or disposal groups) classified as held-for-sale Components of other comprehensive income that will be reclassified to profit or loss 83000 Other comprehensive income (after tax) Total comprehensive income Profit, attributable to: Owners of parent Non-controlling interests Comprehensive income attributable to: Owners of parent Non-controlling interests 97500 Basic earnings per share(note 6(s)) 98500 Diluted earnings per share(note 6(s)) |
2020 | % 124 5 |
2019 | % 122 5 |
Change % |
|---|---|---|---|---|---|
| Amount $ 10,222,889 419,272 |
Amount 9,860,309 400,657 |
||||
| 4 5 - 850 (3) (13) 5 41 21 13 126 - 13 (2) 1 156 78 100 5 15 15 2 3 (70) (83) (2) - 100 115 - (52) (162) (226) (100) (100) (100) (219) (20) - 100 (20) (100) |
|||||
10,642,161 3,259,029 238,756 |
129 39 3 |
10,260,966 3,253,567 (31,813) |
127 40 - |
||
7,144,376 579,520 78,337 264,405 67,954 (657) 51,825 76 38,855 13,091 |
87 7 1 3 1 - 1 - - - |
7,039,212 595,712 90,082 252,503 48,037 (827) 45,924 (288) - 11,586 |
87 7 1 3 1 - 1 - - - |
||
8,237,782 |
100 | 8,081,941 |
100 | ||
5,926,033 2,136,153 |
72 26 |
6,016,939 2,117,717 |
74 26 |
||
3,789,880 58,378 (5,066) - 1,618,526 45,501 2,484 |
46 1 - - 20 - - |
3,899,222 (105,068) (23,009) (4,360) 1,543,544 39,455 2,168 |
48 (1) - - 19 - - |
||
5,509,703 |
67 | 5,351,952 |
66 | ||
1,611,241 434,332 1,195 7,421 |
20 5 - - |
1,575,351 421,030 4,010 43,272 |
19 5 - 1 |
||
2,054,189 |
25 | 2,043,663 |
25 | ||
673,890 |
8 | 686,326 |
9 | ||
2,141 - 30,021 |
- - 1 |
- (5) 13,933 |
- - - |
||
32,162 |
1 | 13,928 |
- | ||
706,052 3,955 |
9 - |
700,254 (2,323) |
9 - |
||
702,097 |
9 | 702,577 |
9 | ||
(29,815) (52,572) |
- (1) |
(19,579) 85,209 |
- 1 |
||
(82,387) |
(1) |
65,630 |
1 | ||
- - |
- - |
710 2,953 |
- - |
||
| - | - | 3,663 |
- | ||
| (82,387) | (1) | 69,293 |
1 | ||
$ 619,710 |
8 |
771,870 |
10 | ||
$ 702,097 - |
9 - |
703,782 (1,205) |
9 - |
||
| $ 702,097 |
9 | 702,577 |
9 | ||
$ 619,710 - |
8 - |
771,697 173 |
10 - |
||
| $ 619,710 |
8 | 771,870 | 10 | ||
$ |
3.14 | 3.15 | |||
| $ | 3.12 | 3.13 |
23
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Share capital Ordinary shares Balance at January 1, 2019 $ 2,129,600 Net income - Other comprehensive income - Total comprehensive income - Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve appropriated-net change in special claim reserved - Special reserve appropriated-employee training and transferring plan - Cash dividends of ordinary share - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Balance at December 31, 2019 2,129,600 Net income - Other comprehensive income - Total comprehensive income - Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve appropriated-net change in special claim reserved - Cash dividends of ordinary share - Stock dividends of ordinary share 106,480 Special reserve reversal-employee training and transferring plan - Disposal of subsidiaries - Disposal of investments in equity instruments designated at fair value through other comprehensive income - Balance at December 31, 2020 $ 2,236,080 |
Equity attributable | to owners of parent | Non-controlling interests |
Total equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Retained earnings | Other equity | Total equity attributable to owners of parent |
|||||||
| Ordinary shares |
Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
Equity related to assets (or disposal groups) classified as held-for-sale |
||||
| 456,160 - - - 121,124 - - - - 577,284 - - - 140,756 - - - - - - |
1,764,966 - - - - 270,875 2,500 - - 2,038,341 - - - - 200,110 - - (3,020) - - |
431,190 703,782 (19,579) 684,203 (121,124) (270,875) (2,500) (191,664) 20,058 549,288 702,097 (29,815) 672,282 (140,756) (200,110) (187,405) (106,480) 3,020 - 9,345 |
668 - (668) (668) - - - - - - - - - - - - - - - - |
55,224 - 85,209 85,209 - - - - (20,058) 120,375 - (52,572) (52,572) - - - - - - (9,345) |
- - 2,953 2,953 - - - - - 2,953 - - - - - - - - (2,953) - |
4,837,808 703,782 67,915 771,697 - - - (191,664) - 5,417,841 702,097 (82,387) 619,710 - - (187,405) - - (2,953) - |
23,389 (1,205) 1,378 173 - - - - - 23,562 - - - - - - - - (23,562) - |
4,861,197 702,577 69,293 771,870 - - - (191,664) - 5,441,403 702,097 (82,387) 619,710 - - (187,405) - - (26,515) - |
||
| $ 2,236,080 |
718,040 | 2,235,431 | 599,184 | - | 58,458 | - | 5,847,193 | - | 5,847,193 |
24
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNION INSURANCE CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Net income before income tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net profit on financial assets or liabilities at fair value through profit or loss Interest expense Interest revenue Dividend revenue Net change in insurance liabilities Net change in other provisions Expected credit loss (Reversal of credit loss) of investments Expected credit loss of non-investments Loss (gain) on disposal of property and equipment Gain on disposal of investment properties Gain on disposal of intangible assets Gain on disposal subsidiaries Others Total adjustments to reconcile profit (loss) Changes in operating assets and liabilities: Changes in operating assets: Decrease (increase) in notes receivable Decrease in premiums receivable Increase in other receivable Increase in financial assets at fair value through profit or loss Increase in financial assets at fair value through other comprehensive income Increase in financial assets at amortized cost Decrease in other financial assets Decrease in reinsurance assets Decrease (increase) in other assets Total changes in operating assets Changes in operating liabilities: Increase (decrease) in other payable Increase (decrease) in other liabilities Total changes in operating liabilities Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net Cash flows used from operating activities Cash flows from (used in) investing activities: Proceeds from disposal of subsidiaries Acquisition of property and equipment Proceeds from disposal of property and equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Acquisition of investment properties Proceeds from disposal of investment properties Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Decrease in lease payable Cash dividends paid Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period (including cash and cash equivalents from assets classified as held-for-sale) Cash and cash equivalents at end of period Components of cash and cash equivalents Cash and cash equivalents reported in the statement of financial position Reclassification to assets held-for-sale Cash and cash equivalents at end of period |
2020 |
|---|---|
25
Attachment IV
Union Insurance Company
2020 Audit Committee's Review Report
The Board of Directors has submitted the Company's 2020 consolidated and individual financial statements that have been audited by CPA Li Feng-Hui and CPA Chung Dan-Dan of KPMG to the Audit Committee for review. It has been reviewed by the Audit Committee and it is considered that there is no disagreement. Therefore, the Audit Committee has prepared the report pursuant to Article 219 of the Company Act.
Sincerely
Union Insurance Company
Convener of the Audit Committee
March 26, 2021
26
Attachment V
Union Insurance Co., Ltd.
Comparison Table of The Amendment to Corporate Social Responsibility Principles
| Article No. |
After Amendment | Before Amendment | Explanation |
|---|---|---|---|
| Article 9 | To achieve a sound management of corporate social responsibility, the Board of Directors shall authorize the General Manager to establish the CSR Committee, which shall comprise six task forces, namely Corporate Governance, Customer Care, Employee Care, Environmental Sustainability, Public Welfare, and Product Services. They shall be responsible for formulating corporate social responsibility policy, proposing and implementing corporate social responsibility plans, and regularly reporting the implementation status to the Board of Directors. The Company shall formulate reasonable remuneration policies to ensure that remuneration planning can be in line with the organizational strategic goals and stakeholders' interests. Employ performance evaluation system shall be aligned with corporate social responsibility policies, and shall contain explicit and effective reward and disciplinary provisions. |
To achieve a sound management of corporate social responsibility, the Board of Directors shall authorize the General Manager to establish the CSR Committee, which shall comprise five task forces, namely Corporate Governance, Customer Care, Employee Care, Environmental Sustainability, and Public Welfare. They shall be responsible for formulating corporate social responsibility policy, proposing and implementing corporate social responsibility plans, and regularly reporting the implementation status to the Board of Directors. The Company shall formulate reasonable remuneration policies to ensure that remuneration planning can be in line with the organizational strategic goals and stakeholders' interests. Employ performance evaluation system shall be aligned with corporate social responsibility policies, and shall contain explicit and effective reward and disciplinary provisions. |
The Product Service Task Force was newly added to the CSR committee, which originally comprised only five task forces: Corporate Governance, Customer Care, Employee Care, and Public Welfare. |
27
Attachment VI
Union Insurance Co., Ltd.
Comparison Table of the Amendment to Articles of Incorporation
| Article No. | After Amendment | Before Amendment | Explanation |
|---|---|---|---|
| Article 1 | The Company shall be incorporated under the Company Act and Insurance Act of the Republic of China, and its English name shall be “Union Insurance Co., Ltd.” |
The Company shall be incorporated under the Company Act and Insurance Act of the Republic of China, and its name shall be “Union Insurance Co., Ltd.” |
The Company specified own English name as required by Article 101 and Article 392-1 of the CompanyAct. |
| Article 35 | The Company’s Board of Directors shall compile the following reports and statements at the end of fiscal year and shall submit the same to the Shareholders’ Meeting for ratification in accordance with the prescribed legal procedures. 1. Business Report 2. Financial Statements 3. Proposal for Distribution of Earnings or Loss Make-up Where all or a part of the dividends and bonus is distributed in cash, such distribution shall be subject to a resolution by the Board of Directors as |
The Company’s Board of Directors shall compile the following reports and statements at the end of fiscal year and shall submit the same to the Shareholders’ Meeting for ratification in accordance with the prescribed legal procedures. 1. Business Report 2. Financial Statements 3. Proposal for Distribution of Earnings or Loss Make-up The Company may make public announcements for the aforementioned Proposal for Distribution of Earnings or Loss Make-up. |
Complying with Article 240 of the Company Act: A company may stipulate in the Articles of Incorporation that the Board of Directors may be authorized to, with a special resolution, distribute all or part of the distributable dividends and bonus in cash, and report to the shareholders’ meeting. |
prescribed in Article 36. The Company may make public announcements for the aforementioned Proposal for Distribution of Earnings or Loss Make-up. |
|||
| Article 36 | The conditions, timing and amount of dividends of the Company shall be handled in the following manner: If there are earnings, the Company shall first pay the tax, make up the losses in previous years and set aside a legal capital reserve at 20% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside special capital reserve or reverse special reserve in accordance with relevant laws or regulations or as requested by |
The conditions, timing and amount of dividends of the Company shall be handled in the following manner: If there are earnings, the Company shall first pay the tax, make up the losses in previous years and set aside a legal capital reserve at 20% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside special capital reserve or reverse special reserve in accordance with relevant laws or regulations or as requested bythe |
Complying with Article 240 of the Company Act: A company may stipulate in the Articles of Incorporation that the Board of Directors may be authorized to, with a special resolution, distribute all or part of the distributable dividends and bonus |
28
Article No. After Amendment Before Amendment Explanation the authorities in charge. After that, the authorities in charge. After that, the in cash, and report to Company may delegate the Board of Company may delegate the Board of the shareholders’ Directors, depending on the operating Directors, depending on the operating meeting. circumstance, to allocate a certain circumstance, to allocate a certain portion of retained earnings as a portion of retained earnings as a reserve, then the remaining balance reserve, then the remaining balance plus unappropriated retained earnings plus unappropriated retained earnings in previous years shall be calculated in in previous years shall be calculated in an Earnings Distribution Proposal and an Earnings Distribution Proposal and submitted to the Shareholders' Meeting submitted to the Shareholders' Meeting for approval. for approval. The Board of Directors shall be The Board of Directors is delegated to authorized to handle the said Earnings make reasonable remuneration for the Distribution Proposal and may, by a Independent Directors whose majority vote at a meeting attended by remuneration shall not be included in two third or more of all Directors, the Company's earnings distribution. distribute all or part of the The Company is in the property distributable dividends and bonus in insurance industry. In addition to cash and report such handling to the complying with government policies Shareholders’ Meeting. and meeting the capital adequacy ratio, The Board of Directors is delegated to corporate development must strengthen make reasonable remuneration for the the Company's underwriting energy Independent Directors whose and liquidity. The Company's policy of remuneration shall not be included in allocating dividends is subject to the the Company's earnings distribution. current and future investment The Company is in the property environment, capital requirements, insurance industry. In addition to market competition and capital budget complying with government policies of the Company, taking into account and meeting the capital adequacy ratio, the interests of shareholders, balancing corporate development must dividends and long-term financial strengthen the Company's planning of the Company. The Board underwriting energy and liquidity. The of Directors prepares the Earnings Company's policy of allocating Distribution Proposal every year dividends is subject to the current and according to the law. The distribution future investment environment, capital of earnings may be distributed in cash requirements, market competition and dividends or stock dividends. capital budget of the Company, taking However, the ratio of cash dividends into account the interests of shall not be less than 10% of the total shareholders, balancing dividends and dividend, but if the cash dividend is long-term financial planning of the less than NT$ 0.1 per share, it will not Company. The Board of Directors be issued, and the stock dividend will prepares the Earnings Distribution be distributed. Proposal every year according to the law. The distribution of earnings may be distributed in cash dividends or stock dividends. However, the ratio of cash dividends shall not be less than
29
| Article No. | After Amendment | Before Amendment | Explanation |
|---|---|---|---|
| 10% of the total dividend, but if the cash dividend is less than NT$ 0.1 per share, it will not be issued, and the stock dividend will be distributed. |
|||
| Article 39 | The Articles of Incorporation was stipulated on January 16, 1963. The first amendment was made on April 6, 1965….(omit). The forty-fourth amendment was on June 24, 2020. The forty-fifth amendment was on June 17, 2021; Implemented after a resolution bythe Shareholders’ Meeting. |
The Articles of Incorporation was stipulated on January 16, 1963. The first amendment was made on April 6, 1965….(omit). The forty-fourth amendment was on June 24, 2020. Implemented after a resolution by the Shareholders’ Meeting. |
Added another amendment date. |
30
Appendix I (After Amendment)
Union Insurance Co., Ltd.
Corporate Social Responsibility Principles
Approved at the 27th meeting of the 23rd Board of Directors on July 30, 2015. Amended at the 6th meeting of the 24th Board of Directors on October 27, 2016. Amended at the 21st meeting of the 25th Board of Directors on January 27, 2021.
-
Article 1: To fulfill corporate social responsibilities and promote economic, environmental, and social advancement for the purpose of achieving the objective of sustainable development, the Company has established the Principles in accordance with the "Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies" to manage own economic, environmental, and social risks and impacts.
-
Article 2: These Principles apply to the entire operations of the Company and subsidiaries.
-
The Principles encourage the Company to actively fulfill its corporate social responsibility in the course of business operations so as to follow international development trends and to contribute to the economic development of the country, to improve the quality of life of employees, the community and society by acting as responsible corporate citizens, and to enhance competitive edges built on corporate social responsibility.
-
Article 3 In fulfilling corporate social responsibility initiatives, the Company shall, in own corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.
-
Article 4 To implement corporate social responsibility initiatives, the Company is advised to follow the principles below:
-
Exercise corporate governance.
-
Foster a sustainable environment.
-
Preserve public welfare.
-
Enhance disclosure of corporate social responsibility information.
-
Article 5 The Company shall take into consideration the correlation between the development of domestic and international corporate social responsibility principles and corporate core business operations, and the effect of the operation of the Company and subsidiaries as a whole on stakeholders, in establishing own policies, or relevant management guidelines, and concrete promotion plans for corporate social responsibility programs, which shall be approved by the Board of Directors and then reported to the Shareholders Meeting.
When a shareholder proposes a motion involving corporate social responsibility, the Board of Directors is advised to review and consider including it in the Shareholders' Meeting Agenda.
- Article 6 The Company is advised to follow the Corporate Governance Best Practice Principles for
31
TWSE/GTSM Listed Companies, the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, and the Code of Ethical Conduct for TWSE/GTSM Listed Companies to establish effective corporate governance frameworks and relevant ethical standards so as to enhance corporate governance.
- Article 7 The Directors of the Company shall exercise the due care of good administrators to urge the Company to perform its corporate social responsibility initiatives, examine the results of the implementation thereof from time to time and continually make adjustments so as to ensure the thorough implementation of own corporate social responsibility policies.
The Board of Directors of the Company is advised to give full consideration to the interests of stakeholders, including the following matters, in the Company's performance of own corporate social responsibility initiatives:
-
Identifying the Company's corporate social responsibility mission or vision, and declaring own corporate social responsibility policy, or relevant management guidelines;
-
Making corporate social responsibility the guiding principle of the Company's operations and development, and ratifying concrete promotional plans for corporate social responsibility initiatives; and
-
Enhancing the timeliness and accuracy of the disclosure of corporate social responsibility information.
The Board of Directors shall appoint executive-level positions to handle economic, environmental, and social issues resulting from the business operations of the Company, and report the status of the handling to the Board of Directors. The handling procedures and the responsible person for each relevant issue shall be concrete and clear.
-
Article 8 The Company is advised to, on a regular basis, organize education and training on the implementation of corporate social responsibility initiatives, including promotion of the matters prescribed in paragraph 2 of the preceding article.
-
Article 9 To achieve a sound management of corporate social responsibility, the Board of Directors shall authorize the General Manager to establish the CSR Committee, which shall comprise six task forces, namely Corporate Governance, Customer Care, Employee Care, Environmental Sustainability, Public Welfare, and Product Services. They shall be responsible for formulating corporate social responsibility policy, proposing and implementing corporate social responsibility plans, and regularly reporting the implementation status to the Board of Directors.
The Company shall formulate reasonable remuneration policies to ensure that remuneration planning can be in line with the organizational strategic goals and stakeholders' interests.
Employ performance evaluation system shall be aligned with corporate social responsibility policies, and shall contain explicit and effective reward and disciplinary provisions.
-
Article 10 The Company shall, based on respect for the rights and interests of stakeholders, identify stakeholders of the Company, and establish a designated section for stakeholders on the Company website; understand the reasonable expectations and demands of stakeholders through proper communication with them, and adequately respond to the important corporate social responsibility issues which they are concerned about.
-
Article 11 The Company shall follow relevant environmental laws, regulations and international standards to properly protect the environment and shall endeavor to promote a sustainable environment when engaging in business operations and internal management.
32
-
Article 12 The Company is advised to endeavor to utilize all resources more efficiently and use renewable materials which have a low impact on the environment to improve sustainability of natural resources.
-
Article 13 The Company is advised to establish proper environment management systems based on the characteristics of its industries. Such systems shall include the following tasks:
-
Collecting sufficient and up-to-date information to evaluate the impact of the Company's business operations on the natural environment.
-
Establishing measurable goals for environmental sustainability, and examining whether the development of such goals should be maintained and whether it is still relevant on a regular basis.
-
Adopting enforcement measures such as concrete plans or action plans, and examining their implementation effectiveness on a regular basis.
-
Article 14 The Company’s Department of Administrative General Affairs shall be the dedicated environmental management unit responsible for drafting, promoting, and maintaining relevant environment management systems and concrete action plans, and shall hold environment education courses for managerial officers and employees on a periodic basis.
-
Article 15 The Company is advised to take into account the effect of business operations on ecological efficiency, promote and advocate the concept of sustainable consumption, and conduct research and development, procurement, operations, and services in accordance with the following principles to reduce the impact of business operation on the natural environment and human beings:
-
Reduce resource and energy consumption of financial products and services.
-
Reduce and properly dispose of waste.
-
Consume water resources in a proper and sustainable manner.
-
Maximize the sustainability of renewable resources.
-
Use energy-saving and environmentally friendly products.
-
Improve the efficiency of financial products and services.
-
Article 16 To improve water use efficiency, the Company shall properly and sustainably use water resources and establish relevant management measures.
The Company shall construct and improve environmental protection treatment facilities to avoid polluting water, air and land, and use the best efforts to reduce adverse impact on human health and the environment by adopting the best practical pollution prevention and control measures.
-
Article 17 The Company is advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following:
-
Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the Company.
-
Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam.
The Company is advised to pay attention to the impact of climate change on operating operations, formulate energy conservation and carbon reduction as well as greenhouse gas reduction strategies based on its business operations and results of greenhouse gas inventory. The Company shall also include the acquisition of carbon rights into the
33
planning for its carbon reduction strategy, and implement the strategy accordingly to mitigate the impact of the Company's operating activities on climate change.
- Article 18 The Company shall comply with relevant laws and regulations, and the International Bill of Human Rights, with respect to rights such as gender equality, the right to work, and prohibition of discrimination.
To fulfill its responsibility to protect human rights, the Company shall adopt relevant management policies and processes, including:
-
Presenting a corporate policy or statement on human rights.
-
Evaluating the impact of the Company's business operations and internal management on human rights, and adopting corresponding handing processes.
-
Reviewing on a regular basis the effectiveness of the corporate policy or statement on human rights.
-
In the event of any infringement of human rights, the Company shall disclose the processes for handling of the matter with respect to the stakeholders involved.
The Company shall comply with the internationally recognized human rights of labor, including the freedom of association, the right of collective bargaining, caring for vulnerable groups, prohibiting the use of child labor, eliminating all forms of forced labor, eliminating recruitment and employment discrimination, and shall ensure that its human resource policies do not contain differential treatments based on gender, race, socioeconomic status, age, or marital and family status, so as to achieve equality and fairness in employment, hiring conditions, remuneration, benefits, training, evaluation, and promotion opportunities.
The Company shall provide an effective and appropriate grievance mechanism with respect to matters adversely impacting the rights and interests of the labor force, in order to ensure equality and transparency of the grievance process. Channels through which a grievance may be raised shall be clear, convenient, and unobstructed. The Company shall respond to any employee's grievance in an appropriate manner.
-
Article 19 The Company shall provide information for employees so that the employees have knowledge of the labor laws and the rights they enjoy in the countries where the Company has business operations.
-
Article 20 The Company is advised to provide safe and healthy work environments for employees, including necessary health and first-aid facilities and shall endeavor to curb dangers to employees' safety and health in order to prevent occupational accidents.
-
The Company is advised to organize training on safety and health for employees on a regular basis.
-
Article 21 The Company is advised to create an environment conducive to the development of employees' careers and establish effective training programs to foster career skills.
The Company shall appropriately reflect the corporate operating performance or achievements in the employee remuneration policy, to ensure the recruitment, retention, and motivation of human resources, and achieve the objective of sustainable operations.
- Article 22 The Company shall establish a platform to facilitate regular two-way communication between the management and the employees for the employees to obtain relevant information on and express their opinions on the Company's operations, management and decisions.
The Company shall respect the employee representatives' rights to bargain for the working conditions, and shall provide the employees with necessary information and
34
hardware equipment, in order to improve the negotiation and cooperation among employers, employees and employee representatives.
The Company shall, by reasonable means, inform employees of operation changes that might have material impacts on them.
-
Article 22-1 The Company is advised to treat customers or consumers of its products or services in a fair and reasonable manner, including according to the following principles: fairness and good faith in contracting, duty of care and fiduciary duty, truthfulness in advertising and soliciting, fitness of products or services, notification and disclosure, commensuration between compensation and performance, protection of the right to complain, professionalism of salespersons etc. The Company is also advised to develop the relevant strategies and specific measures for implementation.
-
Article 23 The Company shall take responsibility for own products and services, and take marketing ethics seriously. In the process of research and development, procurement, operations, and services, the Company shall ensure the transparency and safety of information on own products and services. The Company shall further establish and disclose policies on consumer rights and interests, and enforce them in the course of business operations, in order to prevent the products or services from adversely impacting the rights, interests, health, or safety of consumers.
-
Article 24 The Company shall ensure the quality of own products and services by following the laws and regulations of the government and relevant standards of its industries.
-
The Company shall follow relevant laws, regulations and international guidelines in conducting marketing and labeling of products and services and shall not deceive, mislead, commit fraud or engage in any other acts which would betray consumers' trust or damage consumers' rights or interests.
-
Article 25 The Company is advised to evaluate and manage all types of risks that could cause interruptions in operations, so as to reduce their impact on consumers and society.
-
The Company is advised to provide a clear and effective procedure for accepting consumer complaints to fairly and timely handle consumer complaints, shall comply with laws and regulations related to the Personal Information Protection Act for respecting consumers' rights of privacy, and shall protect personal data provided by consumers.
-
Article 26 The Company is advised to assess the impact their procurement has on society as well as the environment of the community that the Company is procuring from, and shall cooperate with suppliers to jointly implement the corporate social responsibility initiative.
Prior to engaging in commercial dealings, the Company is advised to assess whether there is any record of a supplier's impact on the environment and society, and avoid conducting transactions with those who act against the Company’s corporate social responsibility policy.
When the Company enters into a contract with any major suppliers, the content of the contract should include terms stipulating mutual compliance with corporate social responsibility policy, and that the contract may be terminated or rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.
- Article 27 The Company shall evaluate the impact of own business operations on the community, and adequately employ personnel from the location of the business operations, to enhance community acceptance.
The Company is advised to, through equity investment, commercial activities,
35
endowments, volunteering service or other charitable professional services etc., dedicate resources to organizations that commercially resolve social or environmental issues; alternatively, the Company is also advised to participate in events held by citizen organizations, charities and local government agencies relating to community development and community education to promote community development.
-
Article 28 The Company shall disclose information according to relevant laws, regulations and the Corporate Governance Best Practice Principles for TWSE/GTSM listed Companies and shall fully disclose the following relevant and reliable information relating to own corporate social responsibility initiatives to improve information transparency:
-
The policy or relevant management guidelines, and concrete promotion plans for corporate social responsibility initiatives, as resolved by the Board of Directors.
-
The risks and the impact on the corporate operations and financial condition arising from exercising corporate governance, fostering a sustainable environment and preserving public welfare.
-
Goals and measures for realizing the corporate social responsibility initiatives established by the Company, and performance of implementation.
-
Major stakeholders and their concerns.
-
Disclosure of information on major suppliers' management and performance with respect to major environmental and social issues.
-
Other information relating to corporate social responsibility initiatives.
-
Article 29 The Company shall adopt internationally recognized standards or guidelines when producing corporate social responsibility reports in order to disclose the status of implementation of the corporate social responsibility policy. It also is advisable to obtain a third-party assurance or verification for reports to enhance the reliability of the information in the reports. The reports are advised to include:
-
The policy or relevant management guidelines and concrete promotion plans for implementing corporate social responsibility initiatives.
-
Major stakeholders and their concerns.
-
Results and a review of the implementation of corporate governance, fostering of a sustainable environment, preservation of public welfare and promotion of economic development.
-
Future improvements and goals.
-
Article 30 The Company shall at all times monitor the development of domestic and foreign corporate social responsibility standards and the changes of business environment so as to examine and improve own established corporate social responsibility policy and to obtain better results from the implementation of the corporate social responsibility.
-
Article 31 The Principles, and any amendments thereto, shall be implemented after being resolved at a Board of Directors meeting, and shall be reported to the Shareholders’ Meeting.
36
Appendix II (Before Amendment)
Union Insurance Co., Ltd. Articles of Incorporation
Chapter 1. General Provisions
-
Article 1: The Company shall be incorporated under the Company Act and Insurance Act of the Republic of China, and its name shall be “Union Insurance Co., Ltd.”
-
Article 2: The Company’s objectives shall be engaging in property insurance business, promoting public welfare, and pursuing industrial and commercial prosperity.
-
Article 3: The Company shall have its head office in Taipei City, the Republic of China, and may, pursuant to the law, set up branch offices within or outside the territory of the Republic of China when deemed necessary.
-
Article 4: Public announcements of the Company shall be made according to Article 28 of the Company Act and Regulations of securities competent authority.
Chapter 2. Shares
-
Article 5: The authorized capital of the Company shall be in the amount of NT$6,236,319,810, divided into 623,631,981 common shares with a par value of NT$10, and may be fully issued or to be issued in installments.
-
Article 6: Before issuance, the shares of the Company shall be numbered and signed or sealed by the director(s) representing the Company, and shall be attested by a bank competent to serve as an attester for the issuance of share certificates under the laws.
-
The Company's shares issued may be exempted from printing share certificates and shall be registered with a centralized securities depository enterprise (CSDE).
-
Article 7: (Deleted)
-
Article 8: When opening an account, shareholders shall fill in the seal card, and send a copy of the national identity card, residence permit, passport or other identity document or photocopy of the business registration certificate to the Company. Where a dividend is paid or other rights are exercised, the seal is used as the basis and same as changing.
-
Article 9: Due to the transfer, transfer or loss of destruction and the transfer of shares, the stocks are handled in accordance with the company law and relevant laws and regulations.
37
Chapter 3. Shareholders' Meeting
-
Article 10: Shareholders meetings of the Company are of two kinds: (1) regular meeting and (2) special meeting. Regular meetings shall be convened at least once a year by the Board of Directors according to the law within six months after the close of each fiscal year. Special meetings shall be convened whenever necessary according to the laws and regulations.
-
Article 11: The Company shall inform shareholders the date, place, and reason for convening a meeting and make a public announcement before 30 days before the date of a regular Shareholders' Meeting or before 15 days before the date of a special Shareholders' Meeting.
-
Article 12: Unless otherwise provided for by restriction of Article of Incorporation and by law, each shareholder is entitled to one vote for each share held.
-
Article 13: When a shareholder cannot attend a Shareholders' Meeting, he/she may appoint a proxy to attend a Shareholders' Meeting on his/her/its behalf by executing a proxy form printed by the Company stating therein the scope of power authorized to the proxy. A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders' Meeting, and shall deliver the proxy form to the Company 5 days before the date of the Shareholders' Meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this restriction does not apply to the revocation of the previous proxy. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
However, if there are other regulations stipulated in the “Rules Governing the Use of Proxies for Attending Shareholders Meetings,” it shall be conducted according to the regulations.
38
-
Article 14: If the Shareholders' Meeting is convened by the Board of Directors, the Chairman of the Board shall be the chair. If the Chairman of the Board is absent from the meeting, the Vice-Chairman shall be the acting chair. If there is no Chairman or the Vice-Chairman is absent, the Chairman of the Board shall designate a Director as the acting chair. If the Chairman does not specify the role of a chair, the Directors may designate one Director to be the acting chair.
-
Article 15: Resolutions at a shareholders' meeting shall, unless otherwise provided for in this Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.
-
Article 16: Matters relating to the resolutions of a Shareholders' Meeting shall be recorded in the meeting minutes. The meeting minutes shall accurately record the year, month, day, and place of the meeting, representing equity and resolution results, and shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement.
Chapter 4. Directors and Board of Directors
-
Article 17: The Company shall have seven to thirteen Directors to compose the Board of Directors. Those Directors shall be elected at the Shareholders' Meeting from among the individuals of legal capacity, with the term of three years. The Directors shall be elected by employing the candidate nomination system and procedures prescribed in Article 192-1 of the Company Act. Relevant matters such as the acceptance method and announcement of the nomination of director candidates shall be handled in accordance with the relevant laws and regulations of the Company Act and Securities and Exchange Act. The total proportion of registered shares held by all Directors shall be handled in accordance with the relevant laws and regulations.
-
The Company shall purchase liability insurance for its Directors during the term of office, within the scope of the Directors’ service.
The Directors of the Company shall be paid transportation fees and compensation for
39
the performance of their duties regardless of earnings or loss, and the amount of such remuneration shall be determined by the Board of Directors based on the industry standard.
-
Article 17-1: The number of independent Directors shall not be less than three (3) seats and shall not be less than one-fifth of the total number of Directors and shall be elected by the Candidate Nomination System. Shareholders shall elect independent Directors from among those listed in the slate of independent director candidates. The professional qualifications, shareholding, concurrent posts restrictions, definition of independence, nomination and selection methods and other matters to be complied with shall be handled according to relevant laws and regulations.
-
Article 18: Each director shall, after having been elected, declare to the competent authority the number and amount of the shares of the company being held by him/her at the time when he/she is elected. In case a director of a company whose shares are issued to the public that has transferred, during the term of office as a director, more than one half of the company's shares being held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director.
If the number of company's shares held by a director is increased or reduced during his/her term of office as a director, he/she shall declare such change to the competent authority and shall place a public notice of such a fact.
-
Article 19: The Directors shall constitute the Board of Directors and shall elect one Chairman (and one Vice Chairman) of the Board from among themselves by a majority at a meeting attended by at least two-thirds of the Directors.
-
Article 20: The Chairman of the Board of Directors shall internally preside the shareholders' meeting, and the meeting of the Board of Directors; and shall externally represent the Company. When the Chairman of the Board is on leave or for any reason unable to exercise the powers of the Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the Vice Chairman, the Chairman shall appoint one of the managing Directors to act as chair, or, if there are no managing Directors, they shall mutually select a Chairman from among themselves.
40
- Article 21: The following constitutes the powers of the Board: I. To review various articles of incorporation. II. To decide the Business Policies. III. To review the budget and final statements.
IV. To settle the Earnings Distribution or Make up Deficiency Plan. V. The proposed capital increase/decrease. VI. To handle the transaction of real property. VII. To review the investment business. VIII. Other functions and powers conferred by the Shareholders' Meeting. In order to improve the supervision function and strengthen management functions, it is necessary to consider the size of the Board of Directors and the number of independent Directors, and set up audit, risk management, nomination, remuneration or other functional Committees
-
Regarding the functional Committees, the Company shall establish organizational regulations, which shall be resolved by the Board of Directors.
-
Article 22: A Board of Directors meeting shall be convened by the Chairman. The reasons for calling such a meeting shall be notified to each Director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice set forth in the preceding paragraph may be effected by means of fax or email. The Chairman shall be the chair of Board of Directors meeting. If the Chairman of the Board is absent from the meeting, the Vice-Chairman shall be the acting chair. If there is no Chairman or the Vice-Chairman is absent, the Chairman of the Board shall designate a Director as the acting chair. If the Chairman does not specify the role of a chair, the Directors may designate one Director to be the acting chair.
-
Article 23: Unless otherwise provided for in Company Act, resolutions of the Board of Directors shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.
-
Article 24: When Directors are unable to attend the Board meeting in person, they may appoint other Directors to attend the Board of Directors Meeting in accordance with the provisions of the Company Act.
41
- Article 25: The Board of Directors may invite the General Manager, Deputy General Manager and other necessary senior staff members to attend the meeting.
Chapter 5. Audit Committee
-
Article 26: The Audit Committee shall be composed of the entire number of Independent Directors. It shall not be fewer than three persons in number, one of whom shall be convener, and at least one of whom shall have accounting or financial expertise.
-
Article 27: The exercise of powers for Audit Committee shall comply with the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and the Securities and Exchange Act.
-
Article 28: (Deleted)
-
Article 29: (Deleted)
Chapter 6. Managerial Officer
-
Article 30: The Company may appoint the following managers:
-
General Manager
-
Deputy General Manager and Assistant General Manager.
-
Chief Auditor
-
Chief Compliance Officer at the head office.
-
Top Executive of Risk management
-
Financial officer
-
Accounting manager.
-
Responsible person of each branch.
-
Head of each department of the head office and above the manager level
-
Managers who are set up in line with the laws or business operations.
-
Article 31: The appointment and dismissal of managers shall be proposed to Board of Directors for approval by the Chairman.
-
Article 32: When the General Manager is unable to perform his/her duties for any reason, the Chairman shall designate one Deputy General Manager to perform his/her duties.
42
Chapter 7. Business
- Article 33: The Company's businesses are as follows:
H501021 Property Insurance.
Chapter 8. Accounting
-
Article 34: The Company adopts the end of annual year as the fiscal year of Accounting. It is settled once a year, and the annual settlement should be based on the settlement figures at the end of the year.
-
Article 35: The Board of Directors shall, at the end of the fiscal year, prepare the following books and reports and, in accordance with the law, submit them to the Shareholders' Meeting for ratification.
-
Business Report
-
Financial Statements
-
Proposal for Distribution of Earnings or Loss Make-up
The Company may make public announcements for the aforementioned Proposal for Distribution of Earnings or Loss Make-up.
-
Article 35-1: If there is profit at the end of each fiscal year, a ratio from 1% to 5% of profit of the current year distributable as employees' compensation and no more than 5% as Bonus to Directors shall be appropriated. However, if there are still accumulated losses, certain profits shall first be allocated to make up for accumulated losses, then the remaining balance shall be made available to allocate any bonuses or compensations.
-
Employee compensations shall be determined by the Board of Directors on an annual basis and shall be distributed in stocks or cash within the remaining balance.
-
Remuneration for employees and Directors shall be distributed by a resolution at the Board of Directors meeting where at least two thirds of all Directors attend the meeting and at least half of those present at the meeting vote in favor of the distribution proposal, and shall be reported to the Shareholders’ Meeting.
-
Article 36: The Company's dividend distribution conditions, timing, and the amount shall be handled in accordance with the following methods:
If there are earnings, the Company shall first pay the tax, make up the losses in
43
previous years and set aside a legal capital reserve at 20% of the earnings left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside special capital reserve or reverse special reserve in accordance with relevant laws or regulations or as requested by the authorities in charge. After that, the Company may delegate the Board of Directors, depending on the operating circumstance, to allocate a certain portion of retained earnings as a reserve, then the remaining balance plus unappropriated retained earnings in previous years shall be calculated in an Earnings Distribution Proposal and submitted to the Shareholders' Meeting for approval.
The Board of Directors is delegated to make reasonable remuneration for the Independent Directors whose remuneration shall not be included in the Company's earnings distribution.
The Company is in the property insurance industry. In addition to complying with government policies and meeting the capital adequacy ratio, corporate development must strengthen the Company's underwriting energy and liquidity. The Company's policy of allocating dividends is subject to the current and future investment environment, capital requirements, market competition and capital budget of the Company, taking into account the interests of shareholders, balancing dividends and long-term financial planning of the Company. The Board of Directors prepares the Earnings Distribution Proposal every year according to the law. The distribution of earnings may be distributed in cash dividends or stock dividends. However, the ratio of cash dividends shall not be less than 10% of the total dividend, but if the cash dividend is less than NT$ 0.1 per share, it will not be issued, and the stock dividend will be distributed.
Chapter 9. Supplementary Provisions
Article 37: The Company's organizational rules and procedures shall be stipulated separately. Article 38: Matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulation.
The Articles of Incorporation was stipulated on January 16, 1963. The first amendment
44
was made on April 6, 1965. The second amendment was on April 30, 1967. The third amendment was on April 15, 1969. The fourth amendment was on April 28, 1973. The fifth amendment was on April 10, 1974. The sixth amendment was on January 28, 1979. The seventh amendment was on April 17, 1981. The eighth amendment was on August 27, 1985. The ninth amendment was on September 16, 1986. The tenth amendment was on June 30, 1987. The eleventh amendment was on April 10, 1989. The twelfth amendment was on June 30, 1990. The thirteenth amendment was on March 12, 1991. The fourteenth amendment was on March 18, 1992. The fifteenth amendment was on May 3, 1993. The sixteenth amendment was on May 2, 1994. The seventeenth amendment was on May 8, 1995. The eighteenth amendment was on May 6, 1996. The nineteenth amendment was on May 15, 1997. The twentieth amendment was on May 4, 1998. The twenty-first amendment was on May 3, 1999. The twenty-second amendment was on May 29, 2000. The twenty-third amendment was on May 7, 2001. The twenty-fourth amendment was on May 27, 2002. The twenty-fifth amendment was on August 7, 2002. The twenty-sixth amendment was on May 19, 2003. The twenty-seventh amendment was on May 31, 2004. The twenty-eighth amendment was on June 3, 2005. The twenty-ninth amendment was on May 19, 2006. The thirtieth amendment was on June 29, 2007. The thirty-first amendment was on November 19, 2007. The thirty-second amendment was on June 27, 2008. The thirty-third amendment was on June 26, 2009. The thirty-fourth amendment was on June 29, 2010. The thirty-fifth amendment was on June 21, 2011. The thirty-sixth amendment was on June 22, 2012. The thirty-seventh amendment was on June 25, 2013. The thirty-eighth amendment was on June 30, 2014. The thirty-ninth amendment was on June 24, 2015. The fortieth amendment was on June 24, 2016. The forty-first amendment was on June 22, 2017. The forty-second amendment was on June 21, 2018. The forty-third amendment was on June 18, 2019. The forty-fourth amendment was on June 24, 2020. Implemented after a resolution by the Shareholders’ Meeting.
45
Appendix III
Union Insurance Co., Ltd.
Rules of Procedure for Shareholders' Meetings
Ratified at the Annual Shareholders' Meeting on June 30, 1990 Amended at the Annual Shareholders' Meeting on May 15, 1997 Amended at the Annual Shareholders' Meeting on May 4, 1997 Amended at the Annual Shareholders' Meeting on June 21, 2011. Amended at the Annual Shareholders' Meeting on June 22, 2012 Amended at the Annual Shareholders' Meeting on June 24, 2015 Amended at the Annual Shareholders' Meeting on June 24, 2016 Amended at the Annual Shareholders' Meeting on June 24, 2020
-
Article 1 The rules of procedures for this Company's Shareholders' Meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be as provided in these Rules.
-
Article 2 Unless otherwise provided by law or regulation, the Company's Shareholders' Meetings shall be convened by the Board of Directors.
-
The Company shall prepare electronic versions of the Shareholders' Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of Directors or Supervisors, and upload them to the Market Observation Post System (MOPS) at least 30 days before the date of a regular shareholders' meeting or at least 15 days before the date of a special shareholders' meeting. Prior to 21 days before the date of a regular shareholders meeting or 15 days before the date of a special shareholders meeting, the shareholders' meeting agenda handbook and supplementary information shall be sent to the MOPS in the form of electronic files At least 15 days before the date of the Shareholders' Meeting, the Company shall also have prepared the shareholders' meeting agenda handbook and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda handbook and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
Election or dismissal of Directors or supervisors, amendments to the Articles of Incorporation, capital reduction, application to be delisted from public offering, lifting of non-competition restriction of Directors, capital increase by retained earnings, capital increase by capital surplus reserve, the dissolution, merger, or demerger of the corporation, or any matter under Paragraph 1, Article 185 of the Company Act shall be set out in the notice of the reasons for convening the Shareholders' Meeting. None of the above matters may be raised by an extempore motion. The main contents of which shall be uploaded to a website appointed by the Financial Supervisory Commission or the Company, and the website shall be specified on the meeting notice.
46
The notice to convene a Shareholders' Meeting shall already specify the full re-election of Directors and Supervisors, and shall indicate the date of appointment. After completing the re-election process in the Shareholders' Meeting, change of date of appointment may not be brought up as an extempore motion or by other means in the same meeting.
Shareholders who hold more than one percent of the total number of issued shares may submit a general shareholders' meeting resolution to the Company, which is limited to one only. Resolutions beyond the limitation shall not be included. However, if the proposed shareholders' resolution is to urge the Company to promote public interest or fulfill its social responsibilities, the Board of Directors shall include it in the agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the Shareholders' Meeting, the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 3 For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given Shareholders' Meeting, and shall deliver the proxy form to the Company 5 days before the date of the Shareholders' Meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail. However, this restriction does not apply to the withdrawal of prior proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
47
| Article | 4 | The Company shall furnish the attending shareholders with an attendance book to sign, |
|---|---|---|
| or attending shareholders may hand in a sign-in card in lieu of signing in. The number of | ||
| attending shares shall be calculated according to the attendance book and the sign-in | ||
| cards submitted. | ||
| The Company shall furnish attending shareholders with the meeting agenda handbook, | ||
| annual report, attendance card, speaker's slip, voting slip, and other meeting materials. | ||
| Where there is an election of Directors, a voting ballot shall also be furnished. | ||
| Shareholders and their proxies shall attend shareholders meetings based on attendance | ||
| cards, sign-in cards, or other certificates of attendance. The Company may not | ||
| arbitrarily add requirements for other documents beyond those showing eligibility to | ||
| attend presented by shareholders. Solicitors soliciting proxy forms shall also bring | ||
| identification documents for verification. | ||
| Article | 5 | The attendance and voting of the Shareholders' Meeting shall be calculated based on the |
| number of shares. | ||
| With respect to resolutions of shareholders meetings, the number of shares held by a | ||
| shareholder with no voting rights shall not be calculated as part of the total number of | ||
| issued shares. | ||
| When a shareholder is an interested party in relation to an agenda item, and there is the | ||
| likelihood that such a relationship would prejudice the interests of the Company, that | ||
| shareholder may not vote on that item, and may not exercise voting rights as proxy for | ||
| any other shareholder. | ||
| The number of shares for which voting rights may not be exercised under the preceding | ||
| paragraph shall not be calculated as part of the voting rights represented by attending | ||
| shareholders. | ||
| With the exception of a trust enterprise or a shareholder services agent approved by the | ||
| competent securities authority, when one person is concurrently appointed as proxy by | ||
| two or more shareholders, the voting rights represented by that proxy may not exceed | ||
| three percent of the voting rights represented by the total number of issued shares. If | ||
| that percentage is exceeded, the voting rights in excess of that percentage shall not be | ||
| included in the calculation. | ||
| Article | 6 | The venue for the Shareholders’ Meeting shall be the premises of the Company, or a |
| place easily accessible to shareholders and suitable for a shareholders meeting. The | ||
| meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration | ||
| shall be given to the opinions of the independent directors with respect to the place and | ||
| time of the meeting. | ||
| Article | 7 | If a shareholders meeting is convened by the board of directors, the meeting shall be |
| chaired by the chairman of the board. When the chairman of the board is on leave or for | ||
| any reason unable to exercise the powers of the chairman, the vice chairman shall act in | ||
| place of the chairman; if there is no vice chairman or the vice chairman also is on leave | ||
| or for any reason unable to exercise the powers of the vice chairman, the chairman shall |
48
appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may designate its attorneys, certified public accountants (CPA) or other relevant persons to attend the Shareholder’s Meeting. Article 8 The Company shall record the proceedings of the Shareholders' Meeting in a full-process or video-recording process and shall retain the recording for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Article 9 The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
49
| Article | 10 | If a shareholders meeting is convened by the board of directors, the meeting agenda |
|---|---|---|
| shall be set by the board of directors. The meeting shall proceed in the order set by the | ||
| agenda, which may not be changed without a resolution of the shareholders meeting. | ||
| The provisions of the preceding paragraph apply mutatis mutandis to a shareholders | ||
| meeting convened by a party with the power to convene that is not the board of directors. | ||
| The chair may not declare the meeting adjourned prior to completion of deliberation on | ||
| the meeting agenda of the preceding two paragraphs (including extraordinary motions), | ||
| except by a resolution of the shareholders meeting. If the chair declares the meeting | ||
| adjourned in violation of the rules of procedure, the other members of the board of | ||
| directors shall promptly assist the attending shareholders in electing a new chair in | ||
| accordance with statutory procedures, by agreement of a majority of the votes | ||
| represented by the attending shareholders, and then continue the meeting. | ||
| After the meeting is adjourned, the shareholders may not appoint another chairman and | ||
| continue the meeting either at the same or a different venue. | ||
| Article | 11 | Before speaking, an attending shareholder must specify on a speaker's slip the subject of |
| the speech, his/her shareholder account number (or attendance card number), and | ||
| account name. The order in which shareholders speak will be set by the chair. A | ||
| shareholder in attendance who has submitted a speaker's slip but does not actually speak | ||
| shall be deemed to have not spoken. When the content of the speech does not | ||
| correspond to the subject given on the speaker's slip, the spoken content shall prevail. | ||
| Article | 12 | When an attending shareholder is speaking, other shareholders may not speak or |
| interrupt unless they have sought and obtained the consent of the chair and the | ||
| shareholder that has the floor; the chair shall stop any violation. Except with the consent | ||
| of the chair, a shareholder may not speak more than twice on the same proposal, and a | ||
| single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or | ||
| exceeds the scope of the agenda item, the chair may terminate the speech. | ||
| After an attending shareholder has spoken, the chair may respond in person or direct | ||
| relevant personnel to respond. | ||
| Article | 13 | When the government or a juristic person is a shareholder, it may be represented by |
| more than one representative at a shareholders meeting. | ||
| When a juristic person is appointed to attend as proxy, it may designate only one person | ||
| to represent it in the meeting. | ||
| When a juristic person shareholder appoints two or more representatives to attend a | ||
| shareholders meeting, only one of the representatives so appointed may speak on the | ||
| same proposal. | ||
| Article | 14 | The chair shall allow ample opportunity during the meeting for explanation and |
| discussion of proposals and of amendments or extraordinary motions put forward by the | ||
| shareholders; when the chair is of the opinion that a proposal has been discussed | ||
| sufficiently to put it to a vote, the chair may announce the discussion closed, call for a | ||
| vote, and schedule sufficient time for voting. |
50
| Article | 15 | When a meeting is in progress, the chair may announce a break based on time |
|---|---|---|
| considerations. If a force majeure event occurs, the chair may rule the meeting | ||
| temporarily suspended and announce a time when, in view of the circumstances, the | ||
| meeting will be resumed. | ||
| If the meeting venue is no longer available for continued use and not all of the items | ||
| (including extraordinary motions) on the meeting agenda have been addressed, the | ||
| shareholders meeting may adopt a resolution to resume the meeting at another venue. | ||
| A resolution may be adopted at a shareholders meeting to defer or resume the meeting | ||
| within five days in accordance with Article 182 of the Company Act. | ||
| Article | 16 | A shareholder shall be entitled to one vote for each share held, except when the shares |
| are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of | ||
| the Company Act. | ||
| When the Company holds a shareholder meeting, it shall adopt exercise of voting rights | ||
| by electronic means and may adopt exercise of voting rights by correspondence. When | ||
| voting rights are exercised by correspondence or electronic means, the method of | ||
| exercise shall be specified in the shareholders meeting notice. A shareholder exercising | ||
| voting rights by correspondence or electronic means will be deemed to have attended | ||
| the meeting in person. However, the shareholders shall be deemed to have waived | ||
| his/her rights in relation to extempore motions and amendments to original proposals | ||
| presented at the shareholders' meeting. | ||
| A shareholder intending to exercise voting rights by correspondence or electronic means | ||
| under the preceding paragraph shall deliver a written declaration of intent to this | ||
| Corporation before two days before the date of the shareholders meeting. When | ||
| duplicate declarations of intent are delivered, the one received earliest shall prevail. | ||
| However, this does not apply if declaration is made to cancel the earlier declaration of | ||
| intent. | ||
| After a shareholder has exercised voting rights by correspondence or electronic means, | ||
| in the event the shareholder intends to attend the shareholders meeting in person, a | ||
| written declaration of intent to retract the voting rights already exercised under the | ||
| preceding paragraph shall be made known to the Company, by the same means by | ||
| which the voting rights were exercised, before two business days before the date of the | ||
| shareholders meeting. If the notice of retraction is submitted after that time, the voting | ||
| rights already exercised by correspondence or electronic means shall prevail. When a | ||
| shareholder has exercised voting rights both by correspondence or electronic means and | ||
| by appointing a proxy to attend a shareholders meeting, the voting rights exercised by | ||
| the proxy in the meeting shall prevail. |
51
Article 17 Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote. Article 18 Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of the Company. The method of adopting a resolution as stated in the preceding paragraph means the chair consulting shareholders’ opinion. If shareholders unanimously agree, the meeting minute shall note down the proposal as “Unanimously approved by all attending shareholders consulted by the chair”; if shareholders have objection to the proposal, the meeting minute shall note down the manner of voting, the number voting shares in favor of the proposal, and the ratio of votes in favor of the proposal to the votes against the proposal.
Article 19 On the day of a shareholders meeting, the Company shall compile in the prescribed
52
format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.
Article 20 Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting. Article 21 These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.
53
Appendix IV
Union Insurance Co., Ltd.
Shareholding Status of All Directors
| Position | Name | Elected Date |
Term of Office |
Number of Shares Held When Elected |
Number of Shares Held When Elected |
Number of Shares Held at the Close of Business on the Book Closure Date |
Number of Shares Held at the Close of Business on the Book Closure Date |
|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholding Percentage (%) |
Number of Shares |
Shareholding Percentage (%) |
||||
| Chairman | Representative of Want-Want Food Co. Ltd.: Chi-HsiungHung |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Vice Chairman |
Representative of Want-Want Food Co. Ltd.: Vacant at the moment. |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Director | Representative of Want-Want Food Co. Ltd.: Shih-Wei Hsu |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Director | Representative of Want-Want Food Co. Ltd.: Hai-Lun Hsu |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Director | Representative of Want-Want Food Co. Ltd.: Chia-YingMa |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Director | Want-Want Food Co. Ltd. Representative: Tzu-MingLiu |
2019.06.18 | Three years |
44,466,613 | 20.88 |
46,689,943 | 20.88 |
| Independent Director |
Tung-Liang Wang | 2019.06.18 | Three years |
0 | 0 |
0 | 0 |
| Independent Director |
Ping-Shen Kuo | 2019.06.18 | Three years |
0 | 0 |
0 | 0 |
| Independent Director |
Yu-Feng Ma | 2019.06.18 | Three years |
0 | 0 |
0 | 0 |
| Total | 44,466,613 | 20.88 |
20.88 |
-
Note 1: Pursuant to Article 26 of the Securities and Exchange Act, the minimum number of shares held by all Directors of the Company shall be 12,000,000 shares.
-
Note 2: The Audit Committees shall take place of the Supervisors. Therefore, requirement for the minimum number of shares held by supervisors shall not be applicable.
-
Note 3: Want-Want Food Co. Ltd. substituted Mr. Shih-Wei Hsu as the corporate representative on November 5, 2020.
-
Note 4: Recorded in accordance with the register of shareholders on the book closure date of April 19, 2021.
54
Appendix V Effect of This Gratuitous Stock Distribution on Business Performance, Earnings Per Share and Return on Investment
Unit: NT$1,000; Shares
| Year Item |
Year Item |
Year Item |
2021 (Estimated) |
|---|---|---|---|
| Beginning paid-in capital | 2,236,080 | ||
| Distribution of dividends during the year |
Cash dividend per share (NT$) | NT$0.8 (Note 2) | |
| Stock dividends from recapitalization of earnings | 0 shares (Note 2) | ||
| Stock dividends from recapitalization of capital reserves | 0 shares (Note 2) | ||
| Changes in operating performance |
Operating profit | Note 1 | |
| Percentage of increase (decrease) in operating profit over the same period in the previous fiscal year |
|||
| Net profit after tax | |||
| Percentage of increase (decrease) in net profit after tax compared to the same period last year |
|||
| Earnings per share | |||
| Percentage of increase (decrease) in earnings per share compared to the same period last year |
|||
| Annual average return on investment (reciprocal of average annual price-to-earnings ratio) |
|||
| Pro forma earnings per share and price-to-earnings ratio |
If recapitalized earnings were used for distribution of cash dividends |
Pro forma earnings per share | |
| Pro-forma average annual return on investment |
|||
If capital reserve were not recapitalized |
Pro forma earnings per share | ||
| Pro-forma average annual return on investment |
|||
| If earnings and capital reserves were not recapitalized but distributed in cash dividends |
Pro forma earnings per share | ||
| Pro-forma average annual return on investment |
Note 1: The Company is not required to prepare any financial forecast for 2021. Therefore, it is not applicable.
Note 2: The distribution of dividends is still pending the resolution of the Shareholders' Meeting.
55