First Financial Holding Co. Ltd. — AGM Information 2017

Stock Code: 2892

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

Handbook for the 2017 Annual Shareholders’ Meeting

(Summary Translation)

Meeting Time: 9:00 am, Friday, June 16, 2017 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

1

First Financial Holding Co., Ltd.

Procedure for the 2017 Annual Shareholders’ Meeting

1. Call the Meeting to Order

1. Chairman Remarks

2. Report Matters

3. Recognition Matters

4. Discussion Matters

6. Extemporary Motions

1. Meeting Adjournment

2

==> picture [251 x 29] intentionally omitted <==

Agenda of 2017 Annual Shareholders’ Meeting

Date and Time: June 16, 2017 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 2016.

5. (b) Audit committee report the auditing process of 2016 financial statements.

6. (c) Report of the distribution of employee’s compensation and director’s remuneration in 2016.

7. (d) 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 financial holding company.

4. Recognition Matters:

• (a) Please recognize the 2016 business report and consolidated financial statements of the Company.

• (b) Please recognize the distribution of 2016 profits.

5. Discussion Matters:

• (a) Please approve the issuance of new shares via capitalization of profits of 2016.

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

• (c) Please approve the release of Non-Competition restriction on the 5[th ] term Board of Directors.

• Extemporary motions:

• Meeting adjournment

3

Report Matters

1. President reports the business operation of the Company in 2016.

2. Explanation: The 2016 Business Report is attached as Attachment 1 (omitted).

3. Audit Committee report the auditing process of 2016 financial statements. Explanation: The 2016 Audit Committee’s Review Report is attached as Attachment 2.

4. Report of the distribution of employee’s compensation and director’s

remuneration in 2016.

Explanation:

• 1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 22[nd ] board meeting of the 5[th ] term of the Board of Directors.

• 2) The distribution was listed below:

Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 17,495,320,460

Employee’s compensation distributed – Cash (0.0403%): NTD 7,050,614 Director’s remuneration distributed – Cash (0.9%): NTD 157,457,884 Resolved:

1. 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 financial holding company.

Explanation:

To proceed in accordance with the Financial Supervisory Commission’s

(hereinafter “FSC”) Letter No. 10060005190 dated January 31, 2012. Financial holding companies shall arrange the propaganda of Articles 4, 5, and 16 of the Financial Holding Company Act governing the same person or the same affiliate

who aggregately possess more than the designated amount of voting shares from

4

the same financial holding company to report matters one year prior to any election matters be held.

• 1) In accordance with Article 16-2 & 16-3 of the Financial Holding Company Act, the same person or the same affiliate who singly, jointly or collectively holds more than 5% of a financial holding company’s outstanding voting shares shall report such fact to the FSC within ten days from the day of holding; the preceding provision applies to each cumulative increase or decrease by more than 1% thereafter. The same person or the same affiliate who intends to singly, jointly or collectively acquire more than 10%, 25%, or 50% of a financial holding company’s outstanding voting shares shall apply for prior approval from the FSC. The definitions of the same person or the same affiliate and the situation where the holding of shares is excluded are expressly defined in Article 4 and 5 in the Financial Holding Company Act.

• 2) Where the same person or the same affiliate who holds voting shares issued by a financial holding company without filing a report with or obtaining the approval from the FSC in accordance with the provisions set forth in the paragraphs above, in accordance with Article 16-10 of the Financial Holding Company Act, the excess shares held shall not have voting rights and shall be disposed of within the given period prescribed by the FSC. In addition, a fine of not less than NTD 2 millions and not more than NTD 10 millions may be imposed in accordance with Article 60 of the Financial Holding Company Act. In the event such person is elected as a director, supervisor or the responsible person of a financial holding company, such person shall be considered to be listed as a person who has engaged in or otherwise been involved with dishonest or improper activities which indicate that he/she is unfit to serve as a responsible person of a financial holding company as set forth in Article 3- 13 of the “Regulations Governing Qualification Requirements for the Promoter or Respnosible Persons of Financial Holding Companies and Concurrent Serving Restrictions and Matters for Compliance by the Responsible Persons of a Financial Holding Company”.

• 3) For the detailed reporting regulations, please refer to Article 4, 5, and 16 of

5

the Financial Holding Company Act and regulations set forth in “Notices Regarding the Report on the Holding of Voting Shares Issued by a Financial Holding Company” and “The Rules Governing the same Person or the Same Affiliate Holding Voting Shares of a Financial Holding Company Exceeding a Certain Percentage”.

• 4) For further rules and reporting forms, please refer to First Financial Company’s official website. (http://ir.firstholding.com.tw/html/ir_legal.php ) or Investor Relations > Shareholder Service > Legal Disclosure)

Resolved:

6

Recognition Matters

1. Please recognize the 2016 business report and consolidated financial statements of the Company.

Explanation:

The Business Report and the Company’s Consolidated Financial Statements of 2016 have been examined by the Audit Committee, as well as approved by the 22[nd ] board meeting of the 5[th ] term of the Board of Directors. Among which, the Company’s Consolidated Financial Statements were audited by certified public accountants, James Huang and Charles Lai, of PricewaterhouseCoopers, Taiwan. The 2016 Business Report and Consolidated Financial Statements are attached as Attachment 1 (omitted) and 3.

Resolved:

1. Please recognize the distribution of 2016 profits. Explanation:

2. 1) The after tax net income of the Company in 2016 is NT$17,355,998,154. In accordance with the Articles of Incorporation of the Company and other applicable laws to retain 10% thereof in the amount of NT$1,735,599,815 as the legal reserve, and after taking into account the adjusted accumulated profits NT$5,908,600,740 of the Company, the total distributable profit of this year is NT$21,528,999,079 and is proposed to be distributed as follows: (Please see details as Attachment 4.)

   • A. NT$14,372,227,401 as cash dividends (NT$1.2 per share).

   • B. NT$2,395,371,230 as stock dividends (20 new shares per 1,000 existing shares).

   • C. Year-end balance of accumulated profits is NT$4,761,400,448.

3. 2) The adjusted accumulated profits of NT$5,908,600,740 as above sourced from the accumulated profits of NT$5,922,272,852 at beginning of 2016, deduct the actuarial adjustments defined benefit plans of NT$17,985,767 from other comprehensive income, and add the reversal of the special reserve provided for first-time adoption of IFRS by NT$4,313,655.

4. 3) After the distribution of profit is approved by this Meeting, the Board of

7

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.

• 4) Cash dividends shall be calculated and rounded down to dollar in proportion to stakeholding. The total amount of odd fraction will be counted as other income of Company.

• 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 then is authorized to adjust the distribution of dividends as appropriate.

• 6) This proposal for the distribution of profits has been approved by the 23[rd ] board meeting of the 5[th ] term of Board of Directors and duly reviewed by Audit Committee.

Resolved:

8

Discussion Matters

1. Please approve the issuance of new shares via capitalization of profits of 2016.

Explanation:

• 1) In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$ 2,395,371,230 from the 2016 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 239,537,123 shares and the total paid-in capital would reach NT$122,163,932,910.

• 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 no consideration at the ratio of 20 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 5[th ] term of Board of Directors and duly reviewed by Audit Committee. Resolved:

• Please approve the Amendments to the Rules Governing the Acquisition or

Disposal of Assets of the Company.

9

Explanation:

• 1) To conform to the amended "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" per the letter issued by the Financial Supervisory Commission dated February 9, 2017, so an amendment is made.

• 2) Please refer to Attachment 5 detailing comparison table and description of the amended articles of the Procedures Governing the Acquisition and Disposal of Assets of First Financial Holding Co., Ltd..

• 3) This proposal has been approved by the 10[th ] meeting of the 2[nd ] term of the audit committee and the 22[nd ] board meeting of the 5[th ] term of Board of Directors.

Resolved:

1. Please approve the release of Non-Competition restriction on the 5[th ] term Board of Directors.

Explanation:

• 1) Pursuant to Article 209-1 of the Company Act, any director who is engaged in, either for himself or herself, or on behalf of others, activities that are within the business scope of the Company, shall elaborate at the shareholders’ meeting on the essential details of such activities and obtain the shareholders’ approval for engaging in such activities.

• 2) Please find Attachment 6 the list of the 5[th ] term Board of Directors, who are engaged in, either for himself or herself, or on behalf of others, activities that are within the business scope of the Company. Please approve the release of Non-Competition restriction.

• 3) This proposal has been approved by the 22[nd ] board meeting of the 5[th ] term of Board of Directors.

Resolved

10

Extemporary Motions

11

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 earnings distribution proposal for 2016. Wherein, the Consolidated Financial Statements were audited by certified public accountants, James Huang and Charles Lai, 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 and Article 36 of the Securities and Exchange Act and Article 219 of the Company Act.

To: 2017 General Shareholders’ Meeting

First Financial Holding Co., Ltd.

Convener of Audit Committee: Shyan-Yuan Lee

April, 28 2017

12

Attachment 3

FIRST FINANCIAL HOLDING CO., LTD.

AND ITS SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

For the convenience of readers and for information purpose only, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

13

(105) PWCR16000291

REPORT OF INDEPENDENT ACCOUNTANTS

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

Opinion

We have audited the accompanying consolidated balance sheets of First Financial Holding Co., Ltd. (the “Company”) and its subsidiaries (collectively “First Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of 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 First Group as at December 31, 2016 and 2015, 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 Financial Holding Companies”, “Regulations Governing the Preparation of Financial Reports by Public Banks”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Insurance Companies”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements of Financial Institutions by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of First Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the 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 for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements 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, we do not provide a separate opinion on these matters.

First Group’s key audit matters for the year ended December 31, 2016 are addressed as follows:

14

Impairment evaluation of loans discounted

Description

For the accounting policy for the impairment evaluation of discounted loans, please refer to Note 4(9) of the consolidated financial statements; for critical accounting judgements, estimates, and assumption uncertainty of impairment losses of discounted loans, please refer to Note 5(2) of the consolidated financial statements; for explanations on the details of discounted loans, please refer to Note 6(7) of the consolidated financial statements. Loans discounted and allowance for bad debts recognized for the year ended December 31, 2016, was $1,563,262,172 thousand and $19,167,180 thousand, respectively.

The credit services provided by the Company’s banking subsidiary (herein referred to as the “Banking Subsidiary”), which is the Banking Subsidiary’s main business activity, are primarily corporate credit facilitations. Impairment losses on loans discounted are losses of estimated future cash flows in which there is existing objective evidence of impairment that loans may not be recovered. The Banking Subsidiary’s impairment evaluation of loans discounted is conducted in accordance with related regulations of IAS 39, ‘Financial Instruments: Recognition and Measurement’ and meet the related requirements of the competent authority. If there is existing objective evidence of impairment loss for significant credit facilitations which exceed a certain amount or major monitored credit facilitations, then they are individually evaluated. Impairment loss is primarily provisioned according to the overdue time, current circumstances of the borrower, collateral, guarantee status of external institutions, and historical experience; if there is no existing objective evidence of impairment or if there is existing objective evidence of impairment but the credit facilitation does not exceed a certain amount, then evaluation is conducted on a group basis and impairment losses are estimated according to impairment parameters such as the impairment probability, recovery rate, and effective interest rate under each product group.

The aforementioned provision of impairment loss for loans discounted includes the determination of future cash flows of individual evaluations and impairment parameters for group evaluations. Because this involves subjective judgment and various assumptions and estimates, the method of determining assumptions and estimates will directly affect the related recognized amounts. Also, considering that loans account for approximately 61% of total assets, we have thus included the Banking Subsidiary’s individual and group impairment evaluation of loans discounted as one of the key audit matters in our audit.

How our audit addressed the matter

The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

1. Understood and assessed the reasonableness of the related policies, internal control system, and operation procedures of assumptions and estimates (including the impairment probability, recovery rate, future cash flows, and collateral value) used by the Banking Subsidiary in provisioning impairment losses for loans discounted.

15

1. Sampled and tested the implementation effectiveness of internal controls related to the provision of impairment loss, including the identification of objective evidence for impairment loss, annual reviews, management of collateral and their value assessment, value assessment of collateral, controls for changing impairment parameters, and approval for provisioning of impairment loss.

2. Group evaluations

3. (1) Evaluated model parameter assumptions of the Banking Subsidiary’s group assessments (e.g. the appropriateness of the elected impairment probability, recovery rate, and effective interest rate of different groups) and evaluated the status of periodic updates.

4. (2) Sampled and tested the completeness of impairment classification balances and sampled and tested the accuracy of such classifications.

5. (3) Filtered client accounts under product groups using the system logic which incorporated the Bank’s policy to sample and test the accuracy of their respective impairment probability, recovery rate, and effective interest rates, as well as to examine their consistency with the system reports.

4. Individual evaluations

• (1) Sampled and tested the completeness of the “Higher Risk Borrowers” list.

• (2) Sampled and compared the consistency of the system’s judgment with samples which had been judged to have objective evidence of impairment.

• (3) Assessed the reasonableness of parameter assumptions (including the borrower’s time in arrears, financial and operational status, guarantee status by external institutions, and historical experience) for estimated future cash flows and the accuracy of calculation results for estimated future cash flows.

• (4) Sampled and tested calculations for the effective interest rate to determine whether they met internal policies.

Fair value measurement of derivative instruments

Description

For the accounting policy for derivative instruments, please refer to Note 4(10) of the consolidated financial statements; for critical accounting judgments, estimates, and assumption uncertainty of derivative instruments, please refer to Note 5(1) of the consolidated financial statements; for the details on derivative instruments (accounted under financial assets at fair value through profit or loss), please refer to Note 6(3) and Note 6(16) of the consolidated financial statements; for information on the fair value hierarchy of derivative instruments (which involves estimation), please refer to Note 12(1) of the consolidated financial statements. The fair value of derivative instruments classified as assets and liabilities as at December 31, 2016, was $9,438,418 thousand and $7,804,847 thousand, respectively.

16

The fair value of First Group’s derivative instruments without an active market or public quotes are calculated using valuation models and methods widely accepted by market participants. Assumptions and parameters used in valuation models reference observable market data as much as possible. However, a number of data or parameters may not be directly observable in the market and model assumptions may be subjective in nature. Under such circumstances, the measurement of fair value is evaluated using historical data or other appropriate assumptions. When fair value is determined using valuation models, all valuation models and assumptions are periodically examined and verified to ensure that outputs reflect actual data and market prices.

The aforementioned fair value measurement of derivative instruments includes the determination of assumptions and parameters used in valuation models and methods. Because this involves subjective judgment and various assumptions and estimates, the method of determining assumptions and estimates will directly affect the related recognized amounts. Thus, we have included the fair value measurement of First Group’s derivative instruments as one of the key audit matters in our audit.

How our audit addressed the matter

The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are summarized as follows:

1. Understood and assessed the reasonableness of written policies, internal controls, and valuation procedures for valuing derivative instruments.

2. Sampled and tested the settings of valuation models to determine whether they have been periodically verified.

3. Sampled and tested “Examination of valuation data of financial products” documents and inspected the contents to assess whether management periodically assessed valuation parameter; sampled market data (e.g. interest rates, exchange rates etc.) inputs used in the valuation models to assess the completeness and accuracy of such inputs.

4. Reperformed valuations for sampled models using the Bloomberg model to assess the reasonableness of recorded fair value valuation results.

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 Financial Holding Companies”, “Regulations Governing the Preparation of Financial Reports by Public Banks”, “Regulations Governing the Preparation of Financial Reports by Securities Firms”, “Regulations Governing the Preparation of Financial Reports by Insurance Companies”, “Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants”, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the

17

Financial Supervisory Commission, 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 First 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 First Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing First Group’s financial reporting process.

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 ROC GAAS 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 ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on First 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 auditor’s 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 First Group to cease to continue as a going concern.

18

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

==> picture [428 x 116] intentionally omitted <==

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and 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.

19

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

(Expressed in thousands of New Taiwan dollars)

(Continued)

20

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

(Expressed in thousands of New Taiwan dollars)

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

21

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)

(Continued)

22

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)

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

23

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

(Expressed in thousands of New Taiwan dollars)

Note ： Directors' remuneration and employees' bonus have been deducted from the consolidated statement of comprehensive income.

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

24

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

(Expressed in thousands of New Taiwan dollars)

25

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

26

Attachment 4

FIRST FINANCIAL HOLDING CO., LTD.

Profit Distribution Table

Year 2016

(Expressed in New Taiwan Dollars)

27

Attachment 5

Comparison Table of Amended Articles of the Procedures Governing the Acquisition and Disposal of Assets of First Financial Holding Co., Ltd.

28

29

30

31

prior to the date of prior to the date of occurrence of the occurrence of the event to render an event to render an opinion on the opinion on the reasonableness of the reasonableness of the transaction price; the transaction price; the CPA shall comply with CPA shall comply with the provisions of the provisions of Statement of Auditing Statement of Auditing Standards No. 20 Standards No. 20 published by the published by the ARDF. ARDF. Article 14 When the Company Article 14 When the Company To conform to the intends to acquire or intends to acquire or amendment to dispose of real dispose of real Paragraph 1 of Article property from or to a property from or to a 14 of the Regulations related party, or related party, or Governing the when it intends to when it intends to Acquisition and acquire or dispose of acquire or dispose of Disposal of Assets by assets other than real assets other than real Public Companies, property from or to a property from or to a domestic money related party and the related party and the market funds shall transaction amount transaction amount refer to money reaches 20 percent or reaches 20 percent or market funds issued more of paid-in more of paid-in by institutions that capital, 10 percent or capital, 10 percent or operate securities more of the more of the investment trust company's total company's total business with the assets, or NT$300 assets, or NT$300 permission of the million or more, million or more, Financial Supervisory except in trading of except in trading of Commission government bonds or government bonds or according to the bonds under bonds under Securities Investment repurchase and repurchase and Trust and Consulting resale agreements, or resale agreements, or Act. The amendment subscription subscription is made accordingly. or repurchase of or redemption of domestic money domestic money market funds issued market funds, the by a securities company may not investment trust proceed to enter into enterprise , the a transaction contract company may not or make a payment proceed to enter into until the following a transaction contract matters have been

32

33

34

35

36

37

(4) Where the type of asset acquired or disposed is equipment/ machinery for business use, the trading counterpart y is not a related party, and the transaction amount is less than NT$ 5 00 million. (5) Where land is acquired under an arrangemen t on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages,

38

39

(cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month. When the Company at the time of public announcement makes an error or omission in an item

the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. "Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount. The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated

40

required by by the FSC by the regulations to be 10th day of each publicly announced month. and so is required to When the Company correct it, all the at the time of public items shall be again announcement publicly announced makes an error or and reported in their omission in an item entirety within 2 days required by from (inclusive) the regulations to be date on which the publicly announced Company becomes and so is required to aware of the errors correct it, all the or omission . items shall be again publicly announced and reported in their entirety. Article 42 These Articles were Article 42 (deleted) 1. Article 42 of the enacted on May 16, Article 43 These Articles were Regulations was 2003. enacted on May 16, deleted on 22 The 1st amendment 2003. June, 2012. was made on June 15, The 1st amendment Therefore moved 2007. was made on June 15, Article 43 to be The 2nd amendment 2007. Article 42, for was made on June 22, The 2nd amendment the simplification 2012. was made on June 22, of the The 3rd amendment 2012. Procedures and was made on June 20, The 3rd amendment the ease of 2014. was made on June 20, reading. The 4th amendment 2014. 2. Insert the date of was made on [] [ ], this amendment. 2017.

41

Attachment 6

List of the release of Non-Competition restriction

42