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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.)

    1. The Chairperson announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.
    1. Chairperson's remarks
    1. 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.
    1. Recognition Matters:
  • (a) Please recognize the 2023 business report and consolidated financial statements of the Company.
  • (b) Please recognize the distribution of 2023 profits.
    1. 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.
    1. Extemporary motions:
    1. Meeting adjournment

Report Matters

  1. President reports the business operation of the Company in 2023.

Explanation:

The 2023 Business Report is attached as Attachment 1 (omitted).

  1. Audit Committee report the auditing process of 2023 financial statements.

Explanation:

The 2023 Audit Committee's Review Report is attached as Attachment 2.

  1. 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

  1. 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

  1. 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:

  1. 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

  1. 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:

  1. 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:

  1. 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:

    1. Understood and assessed written policies, internal control system, the expected credit loss impairment model and methodology, and the assessment and approval process.
    1. 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.
    1. 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.
    1. 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.
    1. 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.
    1. Assessed cases in stage 3 (credit impaired) with material amounts that were assessed individually.
    1. 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:

    1. 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.
    1. Examined whether the management expert's report was approved through the appropriate assessment by management, and evaluated whether the valuation result was reasonable.

    1. Understood and assessed the independence, professionalism, and competency of management's expert.
    1. 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:

    1. 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.
    1. Sampled and examined the consistency between policy basic information in the actuarial system and information in the policy system.

    1. 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:

    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.
    1. 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.
    1. Evaluate the appropriateness of accounting policies used and the resonableness of accounting estimates and related disclosures made by management.

    1. 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.
    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.
    1. 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
Director of
Taiwan Business Bank
Director of
United Taiwan Bank
Bank of Taiwan Director of
Mega Financial Holding
Director of
Taipei Forex Inc.
(TAIFX)
Director of
Taiwan Financial Asset Service Corporation
(TFASC)
Director of
Taiwan Urban Regeneration & Financial Services Co. Ltd. (TURFS)
Shih-Yuan Tai EVP of Bank of Taiwan
(Delegate of Bank of Taiwan)