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First Financial Holding Co. Ltd. AGM Information 2014

Jun 26, 2014

52222_rns_2014-06-26_233521ed-ae3a-4186-8831-f293c2bbb64e.pdf

AGM Information

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Stock Code: 2892

==> picture [358 x 42] intentionally omitted <==

Handbook for 2014 Annual Shareholders’ Meeting

(Summary Translation)

Meeting Time: 9:00 am, Friday, June 20, 2014 Location: 22[nd] Floor, 30 Chung King S. Rd., Sec.1, Taipei 100, Taiwan

This English version handbook is a summary translation of the Chinese version and is for reference only. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Table of Contents

I. Meeting Procedure ------------------------------------------------------ 2
II. Meeting Agenda---------------------------------------------------------- 3
1. Reports Matters------------------------------------------------------- 4
2. Recognition Matters-------------------------------------------------- 4
3. Discussion Matters---------------------------------------------------- 5
4. Extemporary Motions------------------------------------------------ 6
III. Attachments
1. 2013 Business Report (omitted)
2. Audit Committee’s Review Report--------------------------------- 7
3. 2013 Financial Statements------------------------------------------ 8
IV. Appendix
1. Articles of Incorporation (omitted)
2. Rules of Procedure for shareholders’ Meeting (omitted)
3. Shareholding of Directors--------------------------------------------- 15

1

First Financial Holding Co., Ltd.

Procedure for 2014 Annual Shareholders’ Meeting

1. Call the Meeting to Order

2. Chairman Remarks

  1. Report Matters

  2. Recognition Matters

  3. Discussions Matters

6. Extemporary Motions

7. Adjournment

2

==> picture [250 x 30] intentionally omitted <==

Agenda of 2014 Annual General Shareholders’ Meeting

Date and Time: June 20, 2014 at 9:00 a.m.

Venue: 22 Fl., No.30, Sec. 1, Chung King S. Rd., Taipei City (the auditorium of the

headquarters of First Commercial Bank Co., Ltd.)

  1. The Chairman announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.

  2. Chairman’s remarks

  3. Report Matters:

  4. (a) President reports the business operation of the Company in 2013.

  5. (b) Audit Committee report the auditing process of 2013 financial statements.

  6. (c) Report on regulations regarding the Same Person or the Same Affiliate Who Aggregately Possess More Than the Designated Amount of Voting Shares from the Same FHC.

  7. Recognition Matters:

  8. (a) Please recognize the 2013 business report and consolidated financial statements of the Company; and

  9. (b) Please recognize the distribution of 2013 profits.

  10. Discussion Matters:

  11. (a) Please approve the Issuance of new shares via capitalization of profits of 2013.

  12. (b) Please approve the Amendments to the Articles of Incorporation of the Company.

  13. (c) Please approve the Amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company.

  14. Extemporary motions

  15. Adjournment

3

Report Matters

  1. President reports the business operation of the Company in 2013.

  2. Explanation: The 2013 Business Report is attached as Attachment 1 (omitted).

  3. Audit Committee report the auditing process of 2013 financial statements.

  4. Explanation: The 2013 Audit Committee’s Review Report is attached as Attachment 2.

  5. Report on regulations regarding the “Same Person or the Same Affiliate Who Aggregately Possess More Than the Designated Amount of Voting Shares from the Same FHC”. Explanation: To advocate the important regulations/laws announcements one year prior to any Shareholders’ Meeting with re-election of the Board as per FSC’s guidance.

Recognition Matters

  1. Please recognize the 2013 business report and consolidated financial statements of the Company.

Explanation: The Company’s Consolidated Financial Statements were audited by certified public accountants, Chien-Hung Chou and James Huang, of PricewaterhouseCoopers, Taiwan. The Consolidated Financial Statements and the Business Report of 2013 have been approved by the Board and examined by the Audit Committee. The 2013 Business Report and Consolidated Financial Statements are attached as attachment 1 (omitted) and 3.

Resolved:

  1. Please recognize the distribution of 2013 profits.

  2. Explanation:

  3. 1) The after tax net income of the Company in year 2013 is NT$10,888,641,311. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,088,864,131 as the legal reserve, and after taking into account the accumulated profits NT$8,558,309,274 of the Company at the beginning of year 2013, the total distributable profit of this year is NT$18,358,086,454 and is proposed to be distributed as follows:

    • A. Distribute NT$4,326,754,588 cash dividends (NT$0.50 per share).

4

  • B. NT$6,057,456,420 stock dividends (70 new shares per 1,000 existing shares) to the shareholders.

  • C. The balance of accumulated profits is NT$7,973,875,446 as of end of year 2013. The employee bonus is NT$4,243,304 and remuneration of the Directors and

  • Supervisors is NT$97,997,772. Both will be distributed in cash. The gap of

NT$1,731,489 between actual and estimated cost will be posted as earnings in year 2014.

  • 2) After the distribution of profit is approved by this Meeting, the Board of Directors is authorized both to set a record date for the distribution of cash dividends, and, after the capital increase of the Company is approved by the competent authorities, set a record date for the distribution of stock dividends.

  • 3) If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors then is authorized to adjust the distribution of dividends as appropriate.

  • 4) This proposal for the distribution of profits has been approved by the 23[rd] meeting of the 4[th] term of Board of Directors and duly reviewed by Audit Committee.

Resolved:

Discussion Matters

  1. Please approve the Issuance of new shares via capitalization of profits of 2013. Explanation:

  2. 1) In order to increase the working capital, strengthen the financial structure and boost the capital adequacy, it is proposed to appropriate NT$ NT$ 6,057,456,420 from the 2013 distributable earnings as stock dividends pursuant to Article 240 of the Company Act. The par value of the shares to be issued is NT$10 and the total number of the common shares to be issued is 605,745,642 shares and the total paid-in capital would reach NT$92,592,548,180.

  3. 2) The Board of Directors is authorized to set the record date for the proposed capital increase after the approval of competent authority in connection therewith is granted. The distribution of the new shares should be made to the shareholders with

5

no consideration at the ratio of 70 new shares for every 1,000 shares held by shareholders according to their respective shareholding as stated in shareholders’ register book on the record date. Shareholders may, within five days from the record date for stock dividend, apply to the stock affairs agent of the Company to combine fractional shares into one share. Odd lots less than one share thus collected by the Company will be placed at its par value with specific parties as determined by the Chairman under the authorization of the AGM.

  • 3) The rights and obligations of the new shares to be issued under the proposed capital increase shall be the same as those of the existing shares of the Company.

  • 4) The Board of Directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.

  • 5) If the number of the outstanding shares of the Company is subsequently changed due to any share buy-back by the Company, the transfer, conversion, cancellation of the shares or other circumstances resulting in the increase or decrease of the number of the outstanding shares, the Board of Directors is authorized to adjust the distribution of dividends as appropriate.

  • 6) This proposal has been approved by the 23[rd] Board Meeting of the 4[th] term of Board of Directors and duly reviewed by Audit Committee. Resolved:

  • Please approve the Amendments to the Articles of Incorporation of the Company. (Proposed by the Board) Explanation: To hike the registered capital of the Company from NT$ 100 bn to NT$ 200 bn for future expansion and capital-raising plans. (Article 5)

Resolved:

  1. Please approve the Amendments to the Rules Governing the Acquisition and Disposal of Assets of the Company. (Proposed by the Board)

  2. Explanation: To amend the related articles in accordance with the amendments of FSC “Rules Governing the Acquisition and Disposal of Assets of the Company” on Dec. 30, 2013.

Resolved:

Extemporary Motions

6

Attachment 2

First Financial Holding Co., Ltd.

Audit Committee’s Report

The Board of Directors of the Company has prepared and delivered the Business Report, the consolidated Financial Statements, and the proposal for distribution of earnings for 2013. Wherein, the Consolidated Financial Statements were audited by certified public accountants, Chien-Hung Chou and James Huang, of PricewaterhouseCoopers, Taiwan. The Audit Committee has reviewed the above Business Report, the Consolidated Financial Report and earnings distribution proposal and found nothing incorrect. We hereby submit this report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To: 2014 General Shareholders’ Meeting

Audit Committee of First Financial Holding Co., Ltd.

Independent Director: Tay-Chang Wang Independent Director: Shyan-Yuan Lee Independent Director: Yophy Huang

April, 24 2014

7

Attachment 3

Report of Independent Accountants

To: the Board of Directors and stockholders of First Financial Holding Co., Ltd.

We have audited the accompanying consolidated balance sheets of First Financial Holding Co., Ltd. (“the Company”) and its subsidiaries (collectively the “First Group”) as of December 31, 2013, December 31, 2012, and January 1, 2012 and the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2013 and 2012. These consolidated financial statements are the responsibility of the First Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the “Regulations Governing Auditing and Certification of Financial Statements of Financial Institutions by Certified Public Accountants” and generally accepted auditing standards of the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Group as of December 31, 2013, December 31, 2012, and January 1, 2012 and the results of its operations and its cash flows for the years ended December 31, 2013and 2012 in conformity with the “Regulations Governing the Preparation of Financial Reports by Financial Holding Companies”, “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, “Regulations Governing the Preparation of Financial Reports by Public Banks”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Insurance Companies”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants” and International Financial Reporting Standards (“IFRS”), International Accounting Standard (“IAS”), IFRS Interpretations Committee (“IFRIC”), and Standing Interpretations Committee (“SIC”), as endorsed by the Financial Supervisory Commission (“FSC”).

PricewaterhouseCoopers, Taiwan

March 20, 2014

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and of cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

8

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)

ASSETS Notes 31-Dec-13 %
3
7
2
4
-
3
-
63
-
14
-
2
1
1
-
-
-
100
6
-
1
-
1
-
3
-
77
2
-
1
-
-
-
3
-
-
94		 31-Dec-12 %
3
6
1
4
-
3
-
68
-
13
-
1
-
1
-
-
-
100
7
-
1
-
1
-
3
-
77
2
-
1
-
-
-
2
-
-
94		 1-Jan-12
AMOUNT
56,683,394
162,586,971
46,428,396
97,397,287
3,469,271
69,439,025
2,294,922
1,431,075,270
4,690
304,110,961
1,819,442
44,970,823
8,790,550
28,464,750
345,807
1,665,697
3,838,096
2,263,385,352
141,375,782
69,243
15,013,079
7,973
14,215,809
5,791,670
63,210,669
2,302,121
1,731,889,637
49,700,000
2,718,078
13,972,124
5,217,358
558,614
8,694
66,717,864
5,763,392
3,647,092
2,122,179,199
(continued)		 AMOUNT

54,146,964
121,161,949
19,091,303
84,191,433
3,787,060
64,135,777
2,345,422
1,436,468,824
1,362
278,537,163
1,635,604
18,265,284
6,701,162
28,299,232
304,425
1,655,232
3,550,692
2,124,278,888

153,181,697
78,151
21,864,965
44,584
7,431,152
3,802,797
65,848,043
1,893,892
1,621,998,950
49,700,000
1,158,070
13,564,448
5,415,028
553,478
1,548
35,904,635
5,763,377
3,350,074
1,991,554,889		 AMOUNT
47,962,128
128,604,929
20,826,136
83,135,860
4,766,169
65,736,785
1,992,896
1,356,584,190
2,854
320,672,462
1,645,213
16,079,031
6,496,054
28,071,911
213,077
1,659,575
3,387,843
2,087,837,113
152,998,908
79,073
26,005,392
110,978
14,247,214
4,657,824
63,654,703
800,367
1,611,167,355
34,700,000
1,250,000
12,912,331
4,982,290
560,486
1,603
24,869,297
5,759,717
3,091,981
1,961,849,519		 %
Cash and cash equivalents
Due from the Central Bank and call loans to banks
Financial assets at fair value through profit or loss
Available-for-sale financial assets, net
Securities purchased under resell agreements
Receivables, net
Current tax assets
Loans discounted, net
Reinsurance contract assets, net
Held-to-maturity financial assets, net
Investments accounted for using equity method, net
Other financial assets, net
Investment property, net
Property and equipment, net
Intangible assets, net
Deferred income tax assets, net
Other assets, net
Total Assets
LIABILITIES AND EQUITY		 6(1) and 12
6(2) and 12
6(3) and 12
6(8) and 12
6(4)
6(5) and 12
6(6) and 12
6(7)
6(9)
6(10)
6(11)
6(12)
6(13)
6(41)
6(14)
6(15) and 12
6(16) and 12
6(17)
6(18)
6(19)
6(20)
6(21) and 12
6(22)
6(23)
6(24)
6(25)
6(41)
6(26)		 $ $ $ 2
6
1
4
-
3
-
65
-
16
-
1
-
2
-
-
-
$ $ $ 100
$ $ $ 8
-
1
-
1
-
3
-
77
2
-
1
-
-
-
1
-
-
Deposits from the Central Bank and banks
Due to the Central Bank and banks
Financial liabilities at fair value through profit or loss
Derivative financial liabilities for hedging
Securities sold under repurchase agreements
Commercial papers issued, net
Payables
Current tax liabilities
Deposits
Bonds payable
Other borrowings
Provisions
Provisions for insurance
Provisions for employee benefits
Provisions for guarantee liabilities
Other provisions
Other financial liabilities
Deferred tax liabilities
Other liabilities
Total Liabilities
94

9

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan dollars)


LIABILITIES AND EQUITY		 Notes 31-Dec-13 %
4
1
-
-
1
-
-
6
100		 31-Dec-12 %
4
1
-
-
1
-
-
6
100		 1-Jan-12
AMOUNT
$ 86,535,092
18,200,167
8,266,238
4,128,990
19,446,949
4,151,813
476,904
141,206,153
$ 2,263,385,352		 AMOUNT
$ 81,253,607
18,200,167
7,248,854
4,128,990
18,450,625
2,861,248
580,508
132,723,999
$ 2,124,278,888		 AMOUNT
$ 76,654,347
18,583,439
6,488,624
4,162,118
16,409,922
3,043,205
645,939
125,987,594
$ 2,087,837,113		 %
Equity attributable to owners of the parent
Capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity interest
Other equity interest
Non-controlling interests
Total equity
TOTAL LIABILITIES AND EQUITY		 6(27)
6(28)
6(29)		 4
1
-
-
1
-
-
6
100

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

10

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share amount)

Interest income
Interest expense
Net interest income
Net income except interest
Net service fee and commission income
Net loss from insurance operations
Gains on financial assets (liabilities) at
fair value through profit or loss
Gains on investment property
Realized gains on available-for-sale
financial assets
Foreign exchange gains
Reversal of impairment loss
(impairment loss) on assets
Share of profit of associates accounted
for using equity method
Net other non-interest income
Net income
Bad debt expense and guarantee liability
provisions
Net change in provisions for insurance
liabilities
Operating expenses
Employee benefits expense
Depreciation and amortization expense
Other general and administrative
expense
Income from continuing operations
Tax expense
Profit		 For theyears ended December 31,
Change
Percentage
2013
2012
Notes
Amount
%
Amount
%
%
$ 38,131,760
105
$ 36,795,212
104
4
(
12,199,328 ) (
34 ) (
11,727,912 ) (
33 )
4
6(30)
25,932,432
71
25,067,300
71
3
6(31)
6,631,884
18
6,134,927
17
8
6(32)
688,025
2
718,934
2 (
4 )
858,780
3
1,398,447
4 (
39 )
87,857
-
93,614
- (
6 )
6(34)
314,828
1
380,385
1 (
17 )
1,368,237
4
650,740
2
110
6(40)
3,046
- (
167,728 )
-
102
6(10)
96,810
-
37,933
-
155
6(35) and 12
484,333
1
958,617
3 (
49 )
36,466,232
100
35,273,169
100
3
(
4,046,506 ) (
11 ) (
3,551,393 ) (
10 )
14
6(36)
(
397,078 ) (
1 ) (
652,170 ) (
2 ) (
39 )
6(37)
(
12,870,019 ) (
35 ) (
12,999,543 ) (
37 ) (
1 )
6(38)
(
880,711 ) (
3 ) (
862,637 ) (
2 )
2
6(39) and 12(
5,222,764 ) (
14 ) (
5,060,204 ) (
14 )
3
13,049,154
36
12,147,222
35
7
6(41)
(
2,172,180 ) (
6 ) (
1,977,776 ) (
6 )
10
10,876,974
30
10,169,446
29
7

(Continued)

11

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in thousands of New Taiwan dollars, except earnings per share amount)

Notes
$
$ $ (
$ $ (
$ 6(42)
$		 For the years ended December 31, years ended December 31, years ended December 31,
2013 %
2 ( $ 1
- (
- (
-
3 (
33
$ 30
$ - (
30
$ 33
$ - (
33
$ 1.26
$		 2012
Amount
695,783
398,307
75,861
87,027
4,614
1,261,592
12,138,566
10,888,641
11,667 )
10,876,974
12,242,170
103,604 )
12,138,566
Other comprehensive income
Exchange differences on translation
Unrealized losses on valuation of
available-for-sale financial assets
Actuarial gains (losses) on defined benefit
plans
Share of other comprehensive income of
associates accounted for using equity method
Income tax related to components of
comprehensive income
Other comprehensive (loss) income, net of
tax
Total comprehensive income
Profit (loss), attributable to:
Profit , attributable to owners of parent
Loss, attributable to non-controlling interests
Comprehensive income attributable to:
Comprehensive income, attributable to owners
of parent
Comprehensive loss, attributable to
non-controlling interests
Earnings per share
Basic and diluted earnings per share from
continuing operations, net of income tax		 $
$
$ $
$ $

12

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan dollars)

2012
Balance at January 1, 2012
Appropriation of prior year's earnings
(Note)
Legal reserve appropriated
Cash dividends of ordinary shares
Stock dividends of ordinary shares
Reversal of special reserve
Profit for the year
Other comprehensive loss for the year
Stock dividends from capital surplus
Others
Balance at December 31, 2012
2013
Balance at January 1, 2013
Appropriation of prior year's earnings
(Note)
Legal reserve appropriated
Cash dividends of ordinary shares
Stock dividends of ordinary shares
Profit for the year
Other comprehensive income for the
year
Balance at December 31, 2013		 Equityattributable Equityattributable to owners of theparent to owners of theparent Non-controlling
interest
$ 645,939
-
-

-
-
(
56,954)
(
8,587)
-
110
$ 580,508
$ 580,508
-
-

-
(
11,667)
(
91,937)
$ 476,904		 Total
Common
stock		 Capital
surplus		 Retained Earnings Other equity Total
Legal reserve Special reserve Unappropriated
earnings		 Exchange
difference on
translation of
foreign financial
statements		 Unrealized gain
or loss on
available-for-sale
financial assets



$ 76,654,347
-
-
4,215,988
-
-
-
383,272
-
$81,253,607
$ 81,253,607
-
-
5,281,485
-
-
$86,535,092		 $ 18,583,439
-
-
-
-
-
-
(
383,272)
-
$18,200,167
$ 18,200,167
-
-
-
-
-
$18,200,167		 $ 6,488,624
760,230
-
-
-
-
-
-
-
$ 7,248,854
$ 7,248,854
1,017,384
-
-
-
-
$ 8,266,238		 $ 4,162,118
-
-
-
(
32,563)
-
-
-
(
565)
$ 4,128,990
$ 4,128,990
-
-
-
-
-
$ 4,128,990		 $ 16,409,922
(
760,230)
(
3,066,174)
(
4,215,988)
32,563
10,226,400
(
176,549)
-
681
$ 18,450,625
$ 18,450,625
(
1,017,384)
(
3,656,412)
(
5,281,485)
10,888,641
62,964
$ 19,446,949		 $ -
-
-
-
-
-
(
1,002,850 )
-
-
($ 1,002,850)
($ 1,002,850 )
-
-
-
-
782,810
($ 220,040)		 $ 3,043,205
-
-
-
-
-
820,893
-
-
$ 3,864,098
$ 3,864,098
-
-
-
-
507,755
$ 4,371,853		 $125,341,655
-
(
3,066,174)
-
-
10,226,400
(
358,506 )
-
116
$132,143,491
$132,143,491
-
(
3,656,412)
-
10,888,641
1,353,529
$140,729,249


$ 125,987,594
-
(
3,066,174)
-
-

10,169,446
(
367,093)
-
226
$132,723,999
$ 132,723,999
-
(
3,656,412)
-

10,876,974
1,261,592
$141,206,153

Note ： Directors' and supervisors' remuneration and employees' bonus have been deducted from the consolidated statement of comprehensive income, please refer to Note 4 (28).

13

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

For the years ended December 31, For the years ended December 31,
2013

2012
CASH FLOWS FROM OPERATING ACTIVITIES
Profit from continuing operations before tax $ 13,049,154 $ 12,147,222
Adjustments to reconcile profit before tax to net cash (used in) provided by
operating activities
Income and expenses having no effect on cash flows
Depreciation of investment property 12,198 6,685
Depreciation of property and equipment 715,353 706,963
Depreciation of leased assets 254,875 223,971
Amortization expense 165,358 155,674
Provision for bad debt expense 7,214,906 5,968,276
Interest income ( 38,131,760 ) ( 36,795,212 )
Interest expense 12,199,328 11,727,912
Dividend income ( 760,515 ) ( 807,870 )
Net change in insurance liability ( 400,614 657,404
Net change in provisions for foreign exchange price fluctuation 4,440 -
Share of loss of associates accounted for using equity method ( 96,810 ) ( 37,933 )
Loss (gain) on disposal of property and equipment 24,863 ( 252,525 )
Loss on disposal of foreclosed properties 147 148
Reversal of impairment loss (impairment loss) on assets ( 3,046 ) 167,728
Changes in operating assets and liabilities
Changes in operating assets
Increase in due from the Central Bank ( 2,742,552 ) ( 155,297 )
(Increase) decrease in financial assets at fair value through profit or
loss ( 27,337,093 ) 1,734,833
Increase in available-for-sale financial assets ( 12,807,468 ) ( 325,670 )
(Increase) decrease in receivables ( 5,325,860 ) 1,074,135
Increase in discounted and loans ( 1,441,874 ) ( 85,525,224 )
(Increase) decrease in held-to-maturity financial assets ( 25,573,798 ) 42,123,846
Increase in reinsurance assets ( 834 ) ( 56 )
(Increase) decrease in other financial assets ( 23,134,347 ) 102,116
Decrease (increase) in other assets 10,970 ( 187,149 )
Changes in operating liabilities
(Decrease) increase in deposits from the Central Bank and banks ( 11,805,915 ) 182,789
Decrease in financial liabilities at fair value through profit or loss ( 6,851,886 ) ( 4,140,427 )
Decrease in derivative financial liabilities for hedging ( 36,611 ) ( 66,394 )
(Decrease) increase in payables ( 2,665,288 ) 2,174,013
Increase in deposits and remittances 109,890,687 10,831,595
(Decrease) increase in provisions ( 122,807 ) 214,674
Increase in other financial liabilities 26,472,682 8,590,681
Increase in other liabilities 297,018 258,093
Cash flows provided by (used in) operations 11,874,129 ( 29,244,999 )
Interest received 37,743,458 37,223,349
Interest paid ( 12,171,414 ) ( 11,708,585 )
Dividend received ` 760,831 807,594
Income tax paid ( 1,719,366 ) ( 1,189,310 )
Net cash flows provided by (used in) operating activities 36,487,638 ( 4,111,951 )

(Continued)

14

FIRST FINANCIAL HOLDING CO., LTD. AND ITS SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan dollars)

For the years ended December 31, For the years ended December 31,
2013 2012
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investment properties ( $ 1,741,880 ) ( $ 203,643 )
Acquisition of property and equipment ( 1,246,788 ) ( 586,126 )
Acquisition of leased assets ( 685,822 )( 291,827 )
Acquisition of intangible assets ( 201,985 )( 240,508 )
Acquisition of other assets ( 21,690 ) -
Cash paid for the construction allotment - ( 41,188 )
Proceeds from disposal of property and equipment 2,164 28
Proceeds from disposal of leased assets 136,283 106,367
Proceeds from disposal of other assets 2,571 -
Proceeds from capital reduction of other financial assets 750,000 -
Net cash flows used in investing activities ( 3,007,147 ) 1,256,897 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in due to the Central Bank and banks ( 8,908 ) ( 922 )
Increase (decrease) in commercial papers payable 1,988,873 ( 855,027 )
Increase (decrease) in securities sold under repurchase
agreements 6,784,657 ( 6,816,062 )
Proceeds from issuing financial bonds - 15,000,000
Increase (decrease) in other borrowings 1,560,008 ( 91,930 )
Cash dividends paid ( 3,656,412 ) ( 3,066,174 )
Net cash flows provided by financing activities 6,668,218 4,169,885
Effect of exchange rate changes on cash and cash equivalents 752,402 ( 1,193,587 )
Net increase (decrease) in cash and cash equivalents 40,901,111 ( 2,392,550 )
Cash and cash equivalents at beginning of period 136,430,306 138,822,856
Cash and cash equivalents at end of period $ 177,331,417$ 136,430,306
The components of cash and cash equivalents：
Cash and cash equivalents as per consolidated balance sheet $ 56,683,394 $ 54,146,964
Due from the Central Bank and call loans to banks qualified
as cash and cash equivalents as defined by IAS No. 7 117,178,752 78,496,282
Securities purchased under resell agreements qualified as
cash and cash equivalent as defined by IAS No. 7 3,469,271 3,787,060
Cash and cash equivalents at end of reporting period $ 177,331,417$ 136,430,306

15

Appendix 3

First Financial Holding Co., Ltd. Shareholding of Directors

Book closure date: April, 22, 2014

Position Name Shareholding
(shares)		 Percentage
(%)
Chairman Ching-Nain Tsai
(Delegate of MOF)		 1,155,415,088 13.35
Director &
President		 Jin-Der Chiang
(Delegate of MOF)
Director Ming-Ren Chien
(Delegate of MOF)
Director Hsien-Feng Lee
(Delegate of MOF)
Director Yi-Hsin Wang
(Delegate of MOF)
Director Shang-Wu Yu
(Delegate of MOF)
Director Hung-Chi Huang
(Delegate of MOF)
Director Hsien-Heng Lee
(Delegate of Bank of Taiwan)		 668,433,387 7.72
Director Hsiu-Chuan Ko
(Delegate of Bank of Taiwan)
Director Tien-Yuan Chen
(Delegate of Golden Garden Investment Co.,)		 2,278,206 0.03
Director Chi-Hsun Chang 1,100,043 0.01
Director An-Fu Chen
(Delegate of Global Investment Co.,Ltd)		 4,192,852 0.05
Independent
Director		 Yophy Huang 0 0.00
Independent
Director		 Tay-Chang Wang 0 0.00
Independent
Director		 Shyan-Yuan Lee 0 0.00
Total 1,831,419,576 21.16

Note 1: Total issues shares are 8,653,509,176 shares on book closure date of April 22, 2014, the

minimum number of directors’ shareholding by FSC is 138,456,146 shares.

Note 2: As the Company has established Audit Committee, the minimum shareholding requirements for supervisors shall not apply.

16

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