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First Financial Holding Co. Ltd. — AGM Information 2024
Jul 10, 2024
52222_rns_2024-07-10_c1f8c8f8-6534-4399-997f-6fa850b54645.pdf
AGM Information
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Handbook for the 2024 Annual Shareholders' Meeting
(Summary Translation)
Meeting Time: 9:00 am, Friday, June 21, 2024 Location: 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 |
|---|---|
| II. | Meeting Agenda |
| 1. Report Matters | |
| 2. Recognition Matters | |
| 3. Discussion and Election Matters |
|
| 4. Extemporary Motions | |
| III. | Attachments |
| 1. 2023 Business Report (omitted) |
|
| 2. Audit Committee's Review Report | |
| 3. Comparison Table of Amended Articles to Rules Governing Procedure for Board Meetings of the Company |
|
| 4. 2023 Financial Statements |
|
| 5. Profit Distribution Table | |
| 6. Nomination List of Directors and Independent Directors |
|
| 7. List of the release of Non-Competition restriction |
|
| III. | Appendix |
| 1. Articles of Incorporation of the Company (omitted) | |
| 2. Rules Governing Procedure for Board Meetings of the Company (omitted) |
|
| 3. Rules for Election of Directors of the Company (omitted) | |
| 4. List of Directors and Their Respective Shareholding (omitted) |
|

Agenda of 2024 Annual Shareholders' Meeting
Date and Time: June 21, 2024 at 9:00 a.m.
Venue: No.30, Sec. 1, Chung King S. Rd., Taipei City (the auditorium of the headquarters of First Commercial Bank Co., Ltd.)
-
- The Chairperson announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.
-
- Chairperson's remarks
-
- Report Matters:
- (a) President reports the business operation of the Company in 2023.
- (b) Audit committee report the auditing process of 2023 financial statements.
- (c) Report of the distribution of employee's compensation and director's remuneration in 2023.
- (d) Report of the amendments to Rules Governing Procedure for Board Meetings of the Company.
-
- Recognition Matters:
- (a) Please recognize the 2023 business report and consolidated financial statements of the Company.
- (b) Please recognize the distribution of 2023 profits.
-
- Discussion and Election Matters:
- (a) Please approve the issuance of new shares via capitalization of profits of 2023.
- (b) Election for Company's 8th term of board of directors and independent directors.
- (c) Please approve the release of Non-Competition restriction on the 8 th term board of directors.
-
- Extemporary motions:
-
- Meeting adjournment
Report Matters
- President reports the business operation of the Company in 2023.
Explanation:
The 2023 Business Report is attached as Attachment 1 (omitted).
- Audit Committee report the auditing process of 2023 financial statements.
Explanation:
The 2023 Audit Committee's Review Report is attached as Attachment 2.
- Report of the distribution of employee's compensation and director's remuneration in 2023.
Explanation:
- 1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 34th board meeting of the 7th 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 22,934,297,720
Employee's compensation distributed – Cash (0.0573%): NTD 13,141,353
Director's remuneration distributed – Cash (0.90%): NTD 206,408,679
- Report of the amendments to Rules Governing Procedure for Board Meetings of the Company
Explanation:
To conform to the amendment to "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" by FSC, it is proposed that certain articles of "Rules Governing Procedure for Board Meetings of the Company" be amended. Please refer to Attachment 3.
Recognition Matters
- Please recognize the 2023 business report and consolidated financial statements of the Company.
Explanation:
The Business Report and the Company's Consolidated Financial Statements of 2023 have been examined by the Audit Committee, as well as approved by the 33rd board meeting of the 7 th term of the Board of Directors. Among which, the Company's Consolidated Financial Statements were audited by certified public accountants, Chien-Hung Chou and Chiao-Sen Lo, of PricewaterhouseCoopers, Taiwan. The 2023 Business Report and Consolidated Financial Statements are attached as Attachment 1 (omitted) and 4.
Resolved:
- Please recognize the distribution of 2023 profits.
Explanation:
- 1) The Consolidated Financial Statements of the Company were audited by certified public accountants, Chien-Hung Chou and Chiao-Sen Lo, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2023 is NT\$22,461,001,388. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT\$22,333,343,216. In accordance with the applicable laws to retain the amount of NT\$2,233,334,322 as the legal reserve, and NT\$1,911,238,610 as the special reserve, plus the amount of beginning retained earnings of NT\$17,367,638,421, the total distributable profit of this year is NT\$35,556,408,705 and is proposed to be distributed as follows: (Please see details as Attachment 5.)
- A. NT\$11,577,123,706 as cash dividends (NT\$0.85 per share).
- B. NT\$4,086,043,660 as stock dividends (30 new shares per 1,000 existing shares).
- C. Year-end balance of accumulated profits is NT\$19,893,241,339.
- 2) Other items mentioned previously include: (1) -NT\$219,660,563 of actuarial adjustment on defined benefit plans; (2) NT\$85,683,338 of gains/losses of equity instruments designated at FVTOCI; (3) NT\$6,319,053 of the reversal of the special reserve provided for first-time adoption of IFRS.
-
3) 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.
-
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 35th board meeting of the 7 th term of Board of Directors and duly reviewed by Audit Committee.
Resolved:
Discussion and Election Matters
- Please approve the issuance of new shares via capitalization of profits of 2023.
Explanation:
- 1) In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT\$4,086,043,660 from the 2023 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 408,604,366 shares and the total paid-in capital would reach NT\$140,287,499,030.
- 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 30 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 Chairperson 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 35th board meeting of the 7 th term of board of directors and duly reviewed by Audit Committee.
Resolved:
- Election for Company's 8th term of board of directors and independent directors.
Explanation:
1) The term of office of the Company's 7 th term of board of directors will expire on July 19, 2024. It is proposed to elect the 8 th term of board of directors and independent directors at this year's (2024) annual general shareholders meeting.
- 2) Pursuant to Article 21 and Article 21-1 of the Articles of Incorporation of Company, the Company's Board of Directors is composed of 15 to 21 directors, elected by the shareholders meeting from among persons with disposing capacity in accordance with the Financial Holding Company Act and the Company Act. Starting from the Company's 5th term of board of directors, the election of directors and independent directors shall adopt the candidate nomination system, and the shareholders shall elect directors and independent directors from among the nominees listed in the roster of candidates. The number of independent directors shall not be less than two (2) and not less than one-fifth (1/5) of the total number of directors.
- 3) In consideration of the Company's scale of operations and development and in response to global governance practice, it is proposed to elect 15 directors (including 5 independent directors) for the 8 th term of board of directors. The term of office shall commence on June 21, 2024 and shall end on June 20, 2027.
- 4) Names of candidates for directors and independent directors are listed in the Attachment 6, which was to conform to Article 192-1 of the Company Act and "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". The list has been examined and approved by the 35th regular meeting and the 4th interim meeting of the 7 th term of board of directors.
- 5) Please vote.
Election result:
- Please approve the release of Non-Competition restriction on the 8 th term board of directors.
Explanation:
- 1) According to Article 209-1 of the Company Act, directors shall explain the major impact and seek approval from shareholders meeting with regard to their engagement with peers.
- 2) Please refer to Attachment 7 as the explanation of the 8 th term of directors' engagement with peers, upon approving release of restrictions of competitive activities of directors.
3) This proposal has been approved by the 35th board meeting of the 7 th term of board of directors.
Resolved:
Extemporary Motions
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 2023 Wherein, the Consolidated Financial Statements were audited by certified public accountants, Chien-Hung Chou and Chiao-Sen Lo, 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: 2024 General Shareholders' Meeting
First Financial Holding Co., Ltd.
Convener of Audit Committee: Rachel J. Huang
April, 24 2024
Rules Governing Procedures for Board of Directors Meetings of First Financial Holding Co., Ltd.
Comparison Table between the Amended Articles and Current Articles
| Amended Articles | Current Articles | Description | ||
|---|---|---|---|---|
| Article 11 | Article 11 | Pursuant to Paragraph 1, | ||
| (Calling to Order and | (Calling to Order and |
Article 12 of the |
||
| Postponement of Meeting) | Postponement of Meeting) | amended "Regulations |
||
| The chairman of a meeting of | The chairman of a meeting of | Governing Procedure |
||
| the Board shall call the meeting | the Board shall call the meeting | for Board of Directors | ||
| to order when the time of the |
to order when the time of the |
Meetings of Public |
||
| meeting has arrived and a |
meeting has arrived and a |
Companies" | ||
| majority of the directors is |
majority of the directors is |
promulgated by the FSC |
||
| present. When the time of a | present. When the time of a | on January 11, 2024, |
||
| meeting has arrived and a | meeting has arrived and a |
when the number of |
||
| majority of all board directors is |
majority of all board directors is |
attendees is insufficient, | ||
| not present, the chairman may |
not present, the chairman may |
the chairman may |
||
| announce postponement of the | announce postponement of the | announce postponement | ||
| meeting time on the same day, |
meeting time, provided that |
of the meeting time, |
||
| provided that only two | only two postponements may be | which shall be limited to | ||
| postponements may be made. If | made. If the quorum is still not | be on the same day, to |
||
| the quorum is still not met after | met after two postponements, |
avoid disputes caused |
||
| two postponements, the |
the chairman shall re-call the |
by the indefinite |
||
| chairman shall re-call the |
meeting in accordance with the | extension of the meeting | ||
| meeting in accordance with the | procedures provided in |
time of the meeting of | ||
| procedures provided in | Paragraph 2 of Article 3. |
the Board. | ||
| Paragraph 2 of Article 3. |
||||
| The term "all board directors" |
The term "all board directors" |
|||
| in the preceding paragraph and | in the preceding paragraph and | |||
| in Subparagraph 2, Paragraph 2 | in Subparagraph 2, Paragraph 2 | |||
| of Article 16, paragraph 2, shall |
of Article 16, paragraph 2, shall |
|||
| be calculated based on those | be calculated based on those | |||
| who are actually in office. | who are actually in office. |
| Amended Articles | Current Articles | Description | |
|---|---|---|---|
| Article 12 | Article 12 | 1. | Paragraph 4 of the |
| (Discussion of Agenda) | (Discussion of Agenda) | Article has been |
|
| A meeting of the Board shall be | A meeting of the Board shall be | added. | |
| conducted in accordance with | conducted in accordance with | 2. | Pursuant to |
| the agenda as specified in the | the agenda as specified in the | Paragraph 4, Article | |
| meeting notice. However, the | meeting notice. However, the | 13 of the |
|
| agenda may be changed with |
agenda may be changed with |
"Regulations | |
| the approval of a majority of the | the approval of a majority of the | Governing Procedure | |
| directors present in the meeting. |
directors present in the meeting. |
for Board of |
|
| Without the approval of a |
Without the approval of a |
Directors Meetings |
|
| majority of the directors present | majority of the directors present | of Public |
|
| in the meeting, the chairman |
in the meeting, the chairman |
Companies", at any |
|
| shall not announce the |
shall not announce the |
time during the |
|
| adjournment of the meeting. | adjournment of the meeting. | proceedings of a |
|
| If at any time during the |
If at any time during the |
meeting of the Board | |
| proceedings of a meeting of the | proceedings of a meeting of the | when the chairman is | |
| Board, the directors sitting at | Board, the directors sitting at | unable to chair the | |
| the meeting are less than the | the meeting are less than the | meeting for cause or |
|
| majority of the directors present | majority of the directors present | fails to announce the | |
| at the meeting, upon motion by | at the meeting, upon motion by |
adjournment of the |
|
| the director sitting at the |
the director sitting at the |
meeting in |
|
| meeting, the chairman shall |
meeting, the chairman shall |
accordance with the |
|
| announce a suspension of the |
announce a suspension of the |
Rule, the method for |
|
| meeting, in which case |
meeting, in which case |
the selection of the | |
| Paragraph 1 of the preceding | Paragraph 1 of the preceding | deputy to act in place | |
| article shall apply mutatis |
article shall apply mutatis |
thereof is stipulated |
|
| mutandis. | mutandis. | to avoid affecting the |
|
| If at any time during the |
operations of the |
||
| proceedings of a meeting of | meeting of the Board. | ||
| the Board, the chairman is |
|||
| unable to chair the meeting | |||
| for cause or fails to announce |
|||
| the adjournment of the |
|||
| meeting in accordance with | |||
| Paragraph 2, the provision of |
| Amended Articles | Current Articles | Description | |||
|---|---|---|---|---|---|
| Paragraph 6 of Article 3 shall |
|||||
| apply mutatis mutandis to the | |||||
| selection of the deputy to act | |||||
| in place thereof. | |||||
| Article 19 | Article 19 | The | date | of | this |
| (Date of Implement and | (Date of Implement and | amendment | has | been | |
| Amendment) | Amendment) | added. | |||
| (omitted) | (omitted) | ||||
| Sixth amendment to these Rules | Sixth amendment to these Rules | ||||
| was made on September 22, | was made on September 22, | ||||
| 2022. | 2022. | ||||
| Seventh amendment to these | |||||
| Rules was made on February | |||||
| 29, 2024. |
Attachment 4

(112)PWCR23000300
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of First Financial Holding Co., Ltd. Opinion
We have audited the accompanying consolidated balance sheets of First Financial Holding Co., Ltd. (the "Company") and subsidiaries (collectively "First Group") as at December 31, 2023 and 2022, 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, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by 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 that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants, Jin-Guan-Yin-Fa-Zi Letter No. 10802731571 and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of First Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
$-2-$
資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan 110208 臺北市信義區基隆路一段 333 號 27 樓 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan T: +886 (2) 2729 6666, F: +886 (2) 2729 6686, www.pwc.tw

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the First Group's 2023 consolidated financial statements. 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.
Key audit matters for the First Group's consolidated financial statements for the year ended December 31, 2023 are stated as follows:
Impairment assessment of loans discounted
Description
Impairment assessment of loans discounted complies with the regulations under IFRS 9 "Financial Instruments" and relevant regulations issued by the competent authority. For the accounting policy of impairment assessment of loans discounted, please refer to Note 4(9); for critical accounting judgements, estimates, and assumption uncertainty of the recognition and measurement of expected credit losses on loans discounted, please refer to Note 5(3). For information on allowance for credit losses, which amounted to \$34,223,806 thousand, as at December 31, 2023, please refer to Note 6(8); for disclosures of related credit risks, please refer to Note 12(2)D(C).
As stated in Note $5(3)$ , impairment assessment of loans discounted is based on the expected credit loss model. At each financial reporting date, financial instruments are categorised into three stages based on the degree of change in its credit risk since initial recognition. Provision for impairment loss is measured either using 12-month expected credit losses (stage 1, there has been no significant increase in credit risk since initial recognition) or lifetime expected credit losses (stage 2, there has been a significant increase in credit risk since initial recognition; or stage 3, the credit has impaired). The measurement of expected credit losses is based on supportable information about past events, current conditions and forecasts of future economic conditions.
The aforementioned recognition and measurement of impairment assessment of loans discounted involves various assumptions, estimates, and judgements. Thus, we have included recognition and measurement of expected credit losses on loans discounted as one of the key audit matters in our audit in the year of 2023.

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 summarised as follows:
-
- Understood and assessed written policies, internal control system, the expected credit loss impairment model and methodology, and the assessment and approval process.
-
- Sampled and tested the implementation effectiveness of internal controls related to the recognition and measurement of expected credit losses, including management of collateral and its value assessment, controls for changes in parameters, and approval for provisioning of expected credit losses.
-
- Sampled and tested the consistency of measurement criteria for the samples in the three stages of expected credit loss with the judgement results of the system.
-
- Sampled and tested assumptions for the parameters of the expected credit loss model, including the historical data on probability of default, loss given default, and exposure at default.
-
- Sampled and tested forward-looking information.
- (1) Sampled and tested the data on economic conditions (economic growth rate, annual inflation rate, etc.) adopted by the management when measuring expected credit losses under IFRS 9.
- (2)Assessed the forward-looking scenarios and their respective weights adopted by the management.
-
- Assessed cases in stage 3 (credit impaired) with material amounts that were assessed individually.
-
- Assess whether the provision of impairment losses complies with the relevant regulations of the competent authority.

Fair value measurement of unlisted stocks without an active market
Description
For the accounting policy for unlisted stocks without an active market (included in financial assets at fair value through other comprehensive income), please refer to Note 4(7); for critical accounting judgements, estimates, and assumption uncertainty of unlisted stocks without an active market, please refer to Note 5(2). For information on unlisted stocks of financial assets at fair value through other comprehensive income (fair value of Level 3), which amounted to \$12,369,915 thousand, as at December 31, 2023, please refer to Note 6(4) and Note 12(1)E.
The fair value of unlisted stocks that First Group owns is determined by valuation methods since these financial instruments have no quoted prices from active market. Management primarily relies on valuation reports prepared by external financial consultants for the fair value measurement of these financial instruments. These measurements are largely based on comparable listed companies in similar industries or recently published market multiples and subsequently discounted according to market liquidity or specified risk.
The aforementioned fair value measurement of unlisted stocks includes the determination of assumptions and parameters adopted in valuation models and methods. These measurements involve subjective judgement and various assumptions and estimates. Thus, we have included the fair value measurement of unlisted stocks with no active market as one of the key audit matters in our audit for the year ended December 31, 2023.
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 summarised as follows:
-
- Understood and assessed the related written policies, internal control system, fair value measurement models and methodologies, and approval process of the fair value measurement of unlisted stocks.
-
- Examined whether the management expert's report was approved through the appropriate assessment by management, and evaluated whether the valuation result was reasonable.

-
- Understood and assessed the independence, professionalism, and competency of management's expert.
-
- Assessed whether the valuation models and methodologies used by management's expert are widely adopted in the applicable industries. Assess the rationality of the comparable companies selected by management experts. Sampled and tested the parameters used in the evaluation method to relevant supporting documents.
Insurance liabilities - policy reserve
Description
For the accounting policies related to policy reserve, please refer to Note 4(19). First Group's provision of policy reserve is based on the mortality table and policy reserve valuation interest rate regulated by the competent authority and calculated according to the modified reserve method regulated in Article 12 of the Regulations Governing the Setting Aside of Various Reserves by Insurance Enterprises and the method prescribed in the calculation statement of each product reported to the competent authority. For information on policy reserve, which amounted to \$66,947,759 thousand, as at December 31, 2023, please refer to Note 6(25). Considering that the accuracy of calculation of policy reserve is significant to the consolidated financial statements, we have included policy reserve as one of the key audit matters in our audit for the year ended December 31, 2023.
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 summarised as follows:
-
- Understood and assessed the internal control related to provision of policy reserve and sampled and examined the effectiveness of internal controls, including checking the policy information and policy system, inspecting the authorisation documents of configurations for the reserve system of new products and comparing the number of policies in the policy system and the actuarial system, to assess the completeness and accuracy of calculation of policy reserve.
-
- Sampled and examined the consistency between policy basic information in the actuarial system and information in the policy system.

-
- Used the work of actuarial experts to assess the reasonableness of policy reserve on the balance sheet date which mainly includes the following procedures:
- (1)Sampled and tested the representative new products in the current year to ascertain that the method and results of provisioning reserves are consistent with the calculation statement of product reported to the regulatory authority.
- (2)Performed trend analysis (excluding new products, universal life, and interest-sensitive deferred annuities) on the liability reserve of traditional products to assess the reasonableness of liability reserve on the balance sheet date.
- (3)Performed roll analysis on the liability reserve of traditional products to assess the reasonableness of liability reserve on the balance sheet date.
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 Finantial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the 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.

Auditors' responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 First Group's internal control.
-
- Evaluate the appropriateness of accounting policies used and the resonableness 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 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 auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause First 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 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 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chou, Chien-Hung
$100 -$ Lo, Chiao-Sen
For and on Behalf of PricewaterhouseCoopers, Taiwan February 29, 2024
The accompanying consolidated financial statements are not intended to present the financial condition and financial performance 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 independent auditors' report are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China, and their applications in practice.
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| ASSETS | Notes | AMOUNT | % | AMOUNT | % | |
| 11000 | Cash and cash equivalents | 6(1) and 7 | \$ 57,705,065 |
1 | \$ 72,208,162 |
2 |
| 11500 | Due from the central bank and call | 6(2) and 7 | ||||
| loans to banks | 368,338,445 | 8 | 333,759,890 | 8 | ||
| 12000 | Financial assets at fair value through | 6(3) and 7 | ||||
| profit or loss | 174,080,962 | 4 | 176,067,526 | 4 | ||
| 12150 | Financial assets at fair value through | 6(4), 7 and 8 | ||||
| other comprehensive income | 362,430,412 | 8 | 325,837,173 | 8 | ||
| 12200 | Investments in debt instruments at | 6(5) and 8 | ||||
| amortised cost | 922,837,494 | 21 | 806,716,159 | 19 | ||
| 12500 | Securities purchased under resell | 6(6) | ||||
| agreements | - | - | 6,450,000 | - | ||
| 13000 | Receivables, net | 6(7) and 7 | 64,506,552 | 2 | 48,686,706 | 1 |
| 13200 | Current tax assets | 1,366,329 | - | 1,242,825 | - | |
| 13500 | Loans discounted, net | 6(8) and 7 | 2,403,089,427 | 54 | 2,312,361,364 | 56 |
| 13700 | Reinsurance contract assets, net | 6(9) | 76,724 | - | 53,975 | - |
| 15000 | Investments accounted for using | 6(10) | ||||
| equity method, net | 3,218,625 | - | 3,128,975 | - | ||
| 15500 | Other financial assets, net | 6(11) and 8 | 17,843,629 | 1 | 17,710,348 | 1 |
| 18000 | Investment property, net | 6(12) and 8 | 12,394,692 | - | 12,110,510 | - |
| 18500 | Property and equipment, net | 6(13) and 8 | 27,530,074 | 1 | 27,698,974 | 1 |
| 18600 | Right-of-use assets, net | 6(14) | 2,601,114 | - | 2,470,597 | - |
| 19000 | Intangible assets, net | 1,133,044 | - | 1,102,917 | - | |
| 19300 | Deferred income tax assets | 6(42) | 4,442,987 | - | 4,256,251 | - |
| 19500 | Other assets, net | 6(16) and 8 | 5,814,743 | - | 5,333,630 | - |
| 19999 | Total Assets | \$ 4,429,410,318 |
100 | \$ 4,157,195,982 |
100 |
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (Expressed in thousands of New Taiwan dollars)
(Continued)
| LIABILITIES AND EQUITY | Notes | December 31, 2023 AMOUNT |
% | December 31, 2022 AMOUNT |
% | |
|---|---|---|---|---|---|---|
| 21000 | Deposits from the central bank and banks | 6(17) and 7 | \$ 279,067,155 |
6 | \$ 272,729,790 |
7 |
| 21500 | Due to the central bank and banks | 1,969,240 | - | 1,014,530 | - | |
| 22000 | Financial liabilities at fair value through | 6(18) and 7 | ||||
| profit or loss | 18,816,901 | 1 | 14,491,297 | - | ||
| 22500 | Securities sold under repurchase | 6(19) | ||||
| agreements | 22,775,460 | 1 | 22,729,135 | 1 | ||
| 22600 | Commercial papers issued, net | 6(20) | 32,288,938 | 1 | 18,642,830 | - |
| 23000 | Payables | 6(21) | 57,771,835 | 1 | 52,503,677 | 1 |
| 23200 | Current tax liabilities | 5,362,667 | - | 4,427,299 | - | |
| 23500 | Deposits | 6(22) and 7 | 3,514,838,089 | 79 | 3,305,350,983 | 80 |
| 24000 | Bonds payable | 6(23) | 62,350,000 | 1 | 61,850,000 | 2 |
| 24400 | Other borrowings | 6(24) | 2,300,000 | - | 7,600,000 | - |
| 24600 | Provisions | 6(25) | ||||
| 24610 | Provisions for insurance | 67,528,373 | 2 | 64,684,430 | 2 | |
| 24620 | Provisions for employee benefits | 2,464,586 | - | 2,488,451 | - | |
| 24630 | Provision for guarantee liabilities | 1,466,118 | - | 1,507,312 | - | |
| 24694 | Provision for loan commitments | 615,688 | - | 750,858 | - | |
| 24690 | Other provisions | 132,795 | - | 331,342 | - | |
| 25500 | Other financial liabilities | 6(26) | 91,967,180 | 2 | 83,204,551 | 2 |
| 26000 | Lease liabilities | 2,485,593 | - | 2,322,609 | - | |
| 29300 | Deferred tax liabilities | 6(42) | 8,246,092 | - | 7,429,024 | - |
| 29500 | Other liabilities | 6(27) | 8,519,210 | - | 9,015,294 | - |
| 29999 | Total Liabilities | 4,180,965,920 | 94 | 3,933,073,412 | 95 | |
| Equity attributable to owners of the parent | ||||||
| 31100 | Capital | |||||
| 31001 | Common stock | 6(28) | 136,201,455 | 3 | 132,234,423 | 3 |
| 31500 | Capital surplus | 6(28) | 26,107,218 | 1 | 26,107,218 | 1 |
| 32000 | Retained earnings | |||||
| 32001 | Legal reserve | 6(28) | 25,131,875 | 1 | 22,978,313 | - |
| 32003 | Special reserve | 6(28) | 4,099,388 | - | 4,105,707 | - |
| 32011 | Unappropriated earnings | 6(4)(29) | 39,700,981 | 1 | 34,066,986 | 1 |
| 32500 | Other equity interest | 6(30) | 17,203,481 | - | 4,629,923 | - |
| 39999 | Total Equity | 248,444,398 | 6 | 224,122,570 | 5 | |
| Total Liabilities and Equity | \$ 4,429,410,318 |
100 | \$ 4,157,195,982 |
100 |
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (Expressed in thousands of New Taiwan dollars)
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Years ended December 31 | Changes | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Percentage | ||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | (%) | ||
| 41000 | Interest income | \$ | 104,026,679 | 154 \$ |
66,054,361 | 97 | 57 | |
| 51000 | Interest expenses | ( | 71,501,734) ( | 106) ( | 28,085,214) ( | 41) | 155 | |
| 49600 | Net interest revenue | 6(31) and 7 | 32,524,945 | 48 | 37,969,147 | 56 ( |
14) | |
| 49700 | Net revenue other than interest | |||||||
| 49800 | Net service fee revenue and | 6(32) and 7 | ||||||
| commissions | 10,186,694 | 15 | 9,409,059 | 14 | 8 | |||
| 49810 | Net insurance revenue | 6(33) | 3,146,648 | 5 | 8,980,226 | 13 ( |
65) | |
| 49820 | Gain on financial assets and | 6(3)(34) | ||||||
| liabilities at fair value through | ||||||||
| profit or loss | 19,204,936 | 29 | 3,270,523 | 5 | 487 | |||
| 49825 | Gains on investment property | 212,292 | - | 190,433 | - | 11 | ||
| 49835 | Realised gains on financial assets at | 6(35) | ||||||
| fair value through other | ||||||||
| comprehensive income | 583,688 | 1 | 1,983,748 | 3 ( |
71) | |||
| 43600 | Losses arising from derecognition | 6(5) | ||||||
| of financial assets measured at amortised cost |
( | 409,275) ( | 1) ( | 68,319) | - | 499 | ||
| 49870 | Foreign exchange gains | 1,158,456 | 2 | 5,299,529 | 8 ( |
78) | ||
| 49880 | Impairment loss on assets | 6(36) | ( | 49,749) | - ( |
5,905) | - | 742 |
| 49891 | Share of profit of associates and | 6(10) | ||||||
| joint ventures accounted for using | ||||||||
| equity method | 154,774 | - | 76,272 | - | 103 | |||
| 47500 | (Loss) gain on reclassification | 6(3) | ||||||
| under the overlay approach | ( | 234,826) | - | 237,084 | - ( |
199) | ||
| 49900 | Other revenue other than interest | 6(37) | ||||||
| income | 776,549 | 1 | 414,597 | 1 | 87 | |||
| Net revenue | 67,255,132 | 100 | 67,756,394 | 100 ( |
1) | |||
| 58100 | Bad debt expense, commitment and | 6(8)(25) | ||||||
| guarantee liability provision | ( | 5,817,638) ( | 9) ( | 6,576,606) ( | 10) ( | 12) | ||
| 58300 | Net change in provisions for | 6(38) | ||||||
| insurance liabilities | ( | 2,793,310) ( | 4) ( | 8,905,998) ( | 13) ( | 69) | ||
| 58500 | Operating expenses | |||||||
| 58501 | Employee benefits expense | 6(39) | ( | 18,730,480) ( | 28) ( | 17,818,913) ( | 26) | 5 |
| 58503 | Depreciation and amortisation | 6(40) | ||||||
| expense | ( | 2,316,507) ( | 3) ( | 2,243,880) ( | 3) | 3 | ||
| 58599 | Other general and administrative | 6(41) and 7 | ||||||
| expenses | ( | 9,334,941) ( | 14) ( | 7,724,393) ( | 12) | 21 | ||
| 61000 | Profit from continuing operations | |||||||
| before tax | 28,262,256 | 42 | 24,486,604 | 36 | 15 | |||
| 61003 | Income tax expense | 6(42) | ( | 5,801,255) ( | 9) ( | 3,890,941) ( | 6) | 49 |
| 69000 | Profit | \$ | 22,461,001 | 33 \$ |
20,595,663 | 30 | 9 |
(Continued)
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Years ended December 31 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | Changes Percentage |
|||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | (%) | |||
| 69500 | Other comprehensive income (loss) | 6(30) | |||||||
| 69560 | Components of other comprehensive | ||||||||
| income that will not be reclassified | |||||||||
| to profit or loss | |||||||||
| 69561 | (Losses) gains on remeasurements | ||||||||
| of defined benefit plans | ( \$ | 274,576) | - | \$ | 1,223,244 | 2 ( |
122) | ||
| 69567 | Revaluation gains (losses) on | ||||||||
| investments in equity instruments | |||||||||
| measured at fair value through other | |||||||||
| comprehensive income | 6,199,571 | 9 | ( | 3,593,054) ( | 5) ( | 273) | |||
| 69569 | Income tax related to components of | ||||||||
| other comprehensive income that | |||||||||
| will not be reclassified to profit or loss |
54,915 | - | ( | 244,649) ( | 1) ( | 122) | |||
| 69570 | Components of other comprehensive | ||||||||
| income that will be reclassified to | |||||||||
| profit or loss, net of tax | |||||||||
| 69571 | Exchange differences on translation | ( | 382,574) | - | 6,360,925 | 9 ( |
106) | ||
| 69585 | Gains (losses) from investments in | ||||||||
| debt instruments measured at fair | |||||||||
| value through other comprehensive | |||||||||
| income | 7,284,186 | 11 | ( | 12,157,413) ( | 18) ( | 160) | |||
| 69575 | Share of other comprehensive income of associates and joint |
6(10) | |||||||
| ventures accounted for using equity | |||||||||
| method, components of other | |||||||||
| comprehensive income that will be | |||||||||
| reclassified to profit or loss | ( | 43,548) | - | ( | 217,579) | - ( |
80) | ||
| 69590 | Other comprehensive income on | 6(3) | |||||||
| reclassification under the overlay | |||||||||
| approach | 234,826 | - | ( | 237,084) | - ( |
199) | |||
| 69579 | Income tax related to components of | 6(3) | |||||||
| comprehensive income | ( | 633,219) ( | 1) | 809,818 | 1 ( |
178) | |||
| 69500 | Other comprehensive income (loss) | \$ | 12,439,581 | 19 | ( \$ | 8,055,792) ( | 12) ( | 254) | |
| 69700 | Total comprehensive income | \$ | 34,900,582 | 52 | \$ | 12,539,871 | 18 | 178 | |
| 69900 | Profit, attributable to: | ||||||||
| 69901 | Owners of parent | \$ \$ |
22,461,001 22,461,001 |
33 33 |
\$ \$ |
20,595,663 20,595,663 |
30 30 |
9 9 |
|
| 69950 69951 |
Comprehensive income attributable to: Owners of parent |
\$ | 34,900,582 | 52 | \$ | 12,539,871 | 18 | 178 | |
| \$ | 34,900,582 | 52 | \$ | 12,539,871 | 18 | 178 | |||
| Earnings per share | 6(43) | ||||||||
| 70000 | Basic and diluted earnings per share (in | ||||||||
| dollars) | \$ | 1.65 | \$ | 1.51 |
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022 (Expressed in thousands of New Taiwan dollars)
| Equity attributable to owners of the parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Retained earnings | Other equity interest Gains (losses) on |
||||||||
| Ordinary share | Capital surplus | Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange difference on translation of foreign financial statements |
financial assets measured at fair value through other comprehensive income |
Reserve of overlay approach |
Total equity | |
| For the year ended December 31, 2022 | |||||||||
| Equity at beginning of period | \$ 129,641,591 | \$ 26,107,218 | \$ 20,945,959 | \$ 4,105,707 | \$ 30,120,717 | (\$ 7,079,869 ) | \$ 20,681,044 | \$ 24,491 |
\$ 224,546,858 |
| Profit | - | - | - | - | 20,595,663 | - | - | - | 20,595,663 |
| Other comprehensive income (loss) | - | - | - | - | 978,595 | 6,143,346 | ( 14,950,798 ) ( |
226,935 ) ( | 8,055,792 ) |
| Total comprehensive income (loss) | - | - | - | - | 21,574,258 | 6,143,346 | ( 14,950,798 ) ( |
226,935 ) | 12,539,871 |
| Appropriation of prior year's earnings | |||||||||
| Legal reserve appropriated | - | - | 2,032,354 | - | ( 2,032,354 ) |
- | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | ( 12,964,159 ) | - | - | - | ( 12,964,159 ) |
| Stock dividends of ordinary shares | 2,592,832 | - | - | - | ( 2,592,832 ) |
- | - | - | - |
| Disposal of investments in equity instruments designated at fair value through other comprehensive (loss) income |
- | - | - | - | ( 38,644 ) |
- | 38,644 | - | - |
| Equity at end of period | \$ 132,234,423 | \$ 26,107,218 | \$ 22,978,313 | \$ 4,105,707 | \$ 34,066,986 | (\$ 936,523 ) |
\$ 5,768,890 |
(\$ 202,444 ) |
\$ 224,122,570 |
| For the year ended December 31, 2023 | |||||||||
| Equity at beginning of period | \$ 132,234,423 | \$ 26,107,218 | \$ 22,978,313 | \$ 4,105,707 | \$ 34,066,986 | (\$ 936,523 ) |
\$ 5,768,890 |
(\$ 202,444 ) |
\$ 224,122,570 |
| Profit | - | - | - | - | 22,461,001 | - | - | - | 22,461,001 |
| Other comprehensive (loss) income | - | - | - | - | ( 219,661 ) ( |
426,122 ) | 12,861,253 | 224,111 | 12,439,581 |
| Total comprehensive income (loss) | - | - | - | - | 22,241,340 | ( 426,122 ) |
12,861,253 | 224,111 | 34,900,582 |
| Appropriation of prior year's earnings | |||||||||
| Legal reserve appropriated | - | - | 2,153,562 | - | ( 2,153,562 ) |
- | - | - | - |
| Cash dividends of ordinary shares | - | - | - | - | ( 10,578,754 ) | - | - | - | ( 10,578,754 ) |
| Stock dividends of ordinary shares | 3,967,032 | - | - | - | ( 3,967,032 ) |
- | - | - | - |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income (loss) |
- | - | - | - | 85,684 | - | ( 85,684 ) |
- | - |
| Reversal of special reserve | - | - | - | ( 6,319 ) |
6,319 | - | - | - | - |
| Equity at end of period | \$ 136,201,455 | \$ 26,107,218 | \$ 25,131,875 | \$ 4,099,388 | \$ 39,700,981 | (\$ 1,362,645 ) | \$ 18,544,459 | \$ 21,667 |
\$ 248,444,398 |
The accompanying notes are an integral part of these consolidated financial statements.
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31 | |||
|---|---|---|---|
| 2023 | 2022 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | \$ | 28,262,256 | \$ 24,486,604 |
| Adjustments | |||
| Adjustments to reconcile profit (loss) | |||
| Provision for bad debts expense, commitment and guarantee | 11,359,586 | 9,115,882 | |
| liability provisions Depreciation of investment property |
41,731 | 40,053 | |
| Depreciation of property and equipment | 974,159 | 929,037 | |
| Depreciation of right-of-use assets | 781,129 | 772,845 | |
| Amortisation expense | 519,488 | 501,945 | |
| Interest income | ( | 104,026,679 ) ( |
66,054,361 ) |
| Interest expense | 71,501,734 | 28,085,214 | |
| Dividend income | ( | 2,457,048 ) ( |
2,712,378 ) |
| Net change in insurance liabilities | 2,843,872 | 8,980,109 | |
| Net change in provisions for foreign exchange price fluctuation | ( | 200,163 ) | 135,150 |
| Share of gain of associates and joint ventures accounted for using | ( | 154,774 ) ( |
76,272 ) |
| equity method | |||
| Gain on disposal of property and equipment | ( | 57,700 ) | - |
| Loss on retirement of property and equipment | 4,298 | 6,452 | |
| Gain on disposal of investment properties | ( | 18,442 ) ( |
8,508 ) |
| Impairment loss on assets | 49,749 | 5,905 | |
| Loss (profit) reclassified by applying overlay approach | 234,826 ( |
237,084 ) | |
| Gain on lease modifications | ( | 6,656 ) ( |
1,307 ) |
| Changes in operating assets and liabilities | |||
| Changes in operating assets | |||
| Increase in due from the central bank and call loans to banks Decrease in financial assets at fair value through profit or loss |
( | 4,442,787 ) ( 1,986,564 |
18,377,407 ) 8,789,357 |
| Increase in financial assets at fair value through other | |||
| comprehensive income | |||
| ( | 23,738,085 ) ( |
69,112,728 ) | |
| Increase in investments in debt instruments at amortised cost (Increase) decrease in receivables |
( ( |
116,193,467 ) ( 9,973,467 ) |
101,576,454 ) 11,239,759 |
| Increase in discounts and loans | ( | 101,980,267 ) ( |
284,830,328 ) |
| Increase in other financial assets | ( | 61,875 ) ( |
163,800 ) |
| Increase in reinsurance assets | ( | 17,698 ) ( |
8,694 ) |
| (Increase) decrease in other assets | ( | 175,956 ) | 4,697,925 |
| Changes in operating liabilities | |||
| Increase in deposits from the central bank and banks | 6,337,365 | 59,685,240 | |
| Increase in financial liabilities at fair value through profit or loss | 4,325,604 | 6,373,609 | |
| Increase (decrease) in payables | 2,388,373 ( |
4,987,237 ) | |
| Increase in deposits and remittances | 209,487,106 | 350,037,915 | |
| Increase in other financial liabilities | 8,636,323 | 25,772,261 | |
| Decrease in provisions for employee benefits | ( | 23,865 ) ( |
1,375,651 ) |
| (Decrease) Increase in provisions | ( | 271,223 ) | 3,460,539 |
| Decrease in other liabilities | ( | 495,556 ) ( |
877,482 ) |
| Cash outflow generated from operations | ( | 14,561,545 ) ( |
7,283,890 ) |
| Interest received | 98,099,423 | 59,560,116 | |
| Interest paid | ( | 68,621,949 ) ( |
22,850,090 ) |
| Dividends received | ( | 2,458,206 4,304,144 ) ( |
2,711,307 4,757,872 ) |
| Income tax paid | |||
| Net cash flows from operating activities | 13,069,991 | 27,379,571 |
(Continued)
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
| Years ended December 31 | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Increase in investments accounted for using equity method | \$ | - | ( \$ | 42,250 ) |
| Acquisition of property and equipment | ( | 1,144,911 ) | ( | 1,124,801 ) |
| Acquisition of investment properties | ( | 137,285 ) | ( | 290,346 ) |
| Acquisition of intangible assets | ( | 513,857 ) | ( | 568,512 ) |
| Proceeds from disposal of property and equipment | 78,492 | - | ||
| Proceeds from disposal of investment property | 94,536 | 100,464 | ||
| Increase in other assets | ( | 274,647 ) | ( | 413,728 ) |
| Net cash flows used in investing activities | ( | 1,897,672 ) | ( | 2,339,173 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Increase (decrease) in due to the central bank and bank | 954,710 | ( | 41,726,690 ) | |
| Increase in notes and bonds issued under repurchase agreement | 46,325 | 3,942,606 | ||
| (Decrease) increase in other borrowings | ( | 5,300,000 ) | 7,210,000 | |
| Increase (decrease) in commercial papers payable | 13,646,108 | ( | 5,234,517 ) | |
| Proceeds from issuing bank notes payable | 500,000 | 4,050,000 | ||
| Payments of lease liabilities | ( | 760,023 ) | ( | 676,529 ) |
| Cash dividends paid | ( | 10,578,754 ) | ( | 12,964,159 ) |
| Net cash flows used in financing activities | ( | 1,491,634 ) | ( | 45,399,289 ) |
| Effect of exchange rate changes on cash and cash equivalents | ( | 504,957 ) | 6,348,243 | |
| Net increase (decrease) in cash and cash equivalents | 9,175,728 | ( | 14,010,648 ) | |
| Cash and cash equivalents at beginning of year | 311,099,856 | 325,110,504 | ||
| Cash and cash equivalents at end of year | \$ | 320,275,584 | \$ | 311,099,856 |
| The components of cash and cash equivalents | ||||
| Cash and cash equivalents reported in the statement of financial position | \$ | 57,711,331 | \$ | 72,219,480 |
| Due from central bank and call loans to other banks qualified as cash and | ||||
| cash equivalents as defined by IAS 7 | 262,564,253 | 232,430,376 | ||
| Investments in bills and bonds under resale agreements qualified as cash | ||||
| and cash equivalents as defined by IAS 7 | - | 6,450,000 | ||
| Cash and cash equivalents at end of reporting period | \$ | 320,275,584 | \$ | 311,099,856 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment 5
FIRST FINANCIAL HOLDING CO., LTD. Profit Distribution Table Year 2023 (Expressed in New Taiwan Dollars)
| Beginning retained earnings | \$17,367,638,421 | ||
|---|---|---|---|
| Add(Less): | Profit of the year | \$22,461,001,388 | |
| Add(Less): | Actuarial adjustment on defined benefit plans | -219,660,563 | |
| Add(Less): | Gains/losses of equity instruments designated at FVTOCI | 85,683,338 | |
| Add(Less): | The reversal of the special reserve provided for first-time adoption of IFRS | 6,319,053 | |
| Adjusted unappropriated earnings | 22,333,343,216 | ||
| Less: | Legal reserve (10%) | -2,233,334,322 | |
| Less: | Special reserve | -1,911,238,610 | |
| Distributable profit | 35,556,408,705 | ||
| Distributable items: | |||
| Cash dividends to ordinary shares @0.85 | -\$11,577,123,706 | ||
| Stock dividends to ordinary shares @0.30 | -4,086,043,660 | -15,663,167,366 | |
| Unappropriated earnings | \$19,893,241,339 |
Note: After tax net income was set for dividend distribution as top priority
Attachment 6
First Financial Holding Co., Ltd. Nomination List of Directors / Independent Directors
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Director | Ye-Chin Chiou 邱月琴 |
Yes | 100% | F | Taiwan | B.S., Economics National Taiwan University |
Managing Director & President, Bank of Taiwan; EVP, Bank of Taiwan |
Chairperson, First Financial Holding and First Bank; Director, TWSE |
Ministry of Finance |
11.49% |
| 2 | Director | Fen-Len Chen 陳芬蘭 |
Yes | 100% | F | Taiwan | M.S., Economics State University of New York, US |
EVP, First Bank; Advisor & Head of Risk Management Division, First Financial Holding; Chairperson, First Life Insurance |
Director & President, First Financial Holding; Managing Director, First Bank |
Ministry of Finance |
11.49% |
| 3 | Director | Chuan Sheng Hsu 許傳盛 |
Yes | 100% | M | Taiwan | Ph.D., Social Work Tunghai University |
Senior Secretary, Control Yuan; Head of Social Affairs Bureau, Kaohsiung City Government |
Deputy Minister, Ministry of Labor; Director, First Financial Holding |
Ministry of Finance |
11.49% |
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 4 | Director | Shing-Rong Lo 羅幸榮 |
Yes | 100% | F | Taiwan | B.S., Accounting National Chunghsing University |
Director of National Treasury Administration, Ministry of Finance; Deputy Head of Finance Dept., New Taipei City Government |
Chief Secretary of National Treasury Administration, Ministry of Finance; Director, First Financial Holding |
Ministry of Finance |
11.49% |
| 5 | Director | Hsin-Lu Chang 張欣綠 |
Yes | 100% | F | Taiwan | Ph.D., Information Management University of Illinois at Urbana Champaign, US |
Associate Professor of Information Management Department, National Chengchi University |
Professor of Information Management Department, National Chengchi University; Director, First Financial Holding; Director, First Bank |
Ministry of Finance |
11.49% |
| 6 | Director | Ming-Chi Lee 李明機 |
Yes | 100% | M | Taiwan | M.S., Social and Public Policy University of York, UK |
Section Chief of Securities and Futures Bureau, Financial Supervisory Commission; Senior Executive Officer of Taxation Administration, Ministry of Finance |
Deputy Director of DIFA, Ministry of Finance; Adjunct Assistant Professor Rank Specialist of Public Finance Department, National Chengchi University; Director, First Financial Holding |
Ministry of Finance |
11.49% |
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 7 | Director | Chih-Chuan Chen 陳致全 |
Yes | 100% | M | Taiwan | M.S., Business Management Oklahoma City University, US |
President, Mega Securities |
Chairperson, First Securities; Director, First Financial Holding |
Ministry of Finance |
11.49% |
| 8 | Director | Shu-Yi Wang 王淑儀 |
No | N/A | F | Taiwan | B.S., Finance and Taxation Fengchia University |
Deputy Director of National Treasury Administration, Ministry of Finance |
Director of National Treasury Administration, Ministry of Finance |
Ministry of Finance |
11.49% |
| 9 | Director | Shih-Yuan Tai 戴士原 |
Yes | 84.62% | M | Taiwan | B.S., Dept. of Mechanical Engineering, National Taiwan University of Science and Technology |
Managing director, Taiwan Business Bank; Head of Human Resource Department, Bank of Taiwan |
EVP, Bank of Taiwan; Director, First Financial Holding |
Bank of Taiwan |
7.45% |
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 10 | Director | Chen-Ching Tien 田振慶 |
No | N/A | M | Taiwan | B.S., Dept. of Law, Fu Jen Catholic University |
Adjunct Assistant Professor of Law Department, Fu Jen Catholic University |
Attorney at Law, TYT Law Offices; Director, Grand Pacific Petrochemical Corp.; Independent Director, Allied Industrial Corp. |
Bank of Taiwan |
7.45% |
| 11 | Director | An-Fu Chen 陳安甫 |
Yes | 100% | M | Taiwan | B.S., Pharmacy Taipei Medical University |
EVP, Transamerica Occidental Life Insurance Co.; EVP, TransGlobe Life Insurance Inc.; Director, Mintai Fire & Marine Insurance Co., Ltd. |
Chairperson, Global Vision Investment Co., Ltd.; Director, First Financial Holding; Director, First Life Insurance |
Global Vision Investment Co., Ltd |
0.05% |
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding | Independence |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12 | Independent Director |
Rachel J. Huang 黃瑞卿 |
Yes | 92.31% | F | Taiwan | Ph.D., Finance National Taiwan University |
Associate Professor of Department of Finance, National Taiwan University of Science and Technology; Associate Professor of Department of Finance, Yuanze University |
Professor of Dept. of Finance, National Central University; Independent Director, First Financial Holding; Independent Director, First Bank |
--- | 0% | Yes |
| 13 | Independent Director |
Chun-Hung Lin 林俊宏 |
Yes | 100% | M | Taiwan | Ph.D., Economics Iowa State University, US |
Dean of Dept. of Industrial Economics, Tamkang University; Director of EMBA program, Tamkang University; Dean of Student Affairs, Tamkang University; |
VP for Administrative Affairs & Professor of Dept. of Industrial Economics, Tamkang University; Independent Director, First Financial Holding; Managing Independent director, First Bank; Director, Eminent II VC |
--- | 0% | Yes |
| 14 | Independent Director |
Wen-Ling Hung 洪文玲 |
Yes | 100% | F | Taiwan | Ph.D., Law National Chengchi University |
Chair of Department of Administrative Police & Director of Institute of Police Policy Research, Central Police University; Director, Mega Financial Holding & Mega Bank |
Dean & Professor of Department of Administrative Police, Central Police University; Independent Director, First Financial Holding |
--- | 0% | Yes |
| # | Type | Name | Incumbent | Attendance Rate |
Gender | Nationality | Education | Career Background | Current Position | Delegate of Institution |
Shareholding | Independence |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 15 | Independent Director |
Hung-Yu Lin 林虹妤 |
Yes | 100% | F | Taiwan | Ph.D., Economics National Central University |
Associate Researcher & Project Leader of Research Division II, Taiwan Institute of Economic Research; Adjunct Assistant Professor of Department of International Business, Soochow University; Director, TSC Bio-Venture Capital |
Vice Dean of Research Division II, Taiwan Institute of Economic Research; Independent Director, First Financial Holding; Director, HanTech VC; Director, BMD VC; Director, Universal VC |
--- | 0% | Yes |
| 16 | Independent Director |
Chi-Chang Yu 游啟璋 |
No | N/A | M | Taiwan | Ph.D., Law Stanford University, US |
Judge, New Taipei District court; Partner, Lee and Li Attorneys-at-Law; Independent Director, ChangHwa Bank; Independent Director, Mega Financial Holding |
Adjunct Associate Professor of Department of Accounting, National Taiwan University |
--- | 0% | Yes |
* Attendance rate was calculated till the end of 2023
List of the release of Non-Competition restriction
| Name of Director | Position | ||||||
|---|---|---|---|---|---|---|---|
| Director of Hua Nan Financial Holdings |
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| Director of Taiwan Business Bank |
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| Director of United Taiwan Bank |
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| Bank of Taiwan | Director of Mega Financial Holding |
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| Director of Taipei Forex Inc. (TAIFX) |
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| Director of Taiwan Financial Asset Service Corporation (TFASC) |
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| Director of Taiwan Urban Regeneration & Financial Services Co. Ltd. (TURFS) |
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| Shih-Yuan Tai | EVP of Bank of Taiwan | ||||||
| (Delegate of Bank of Taiwan) |