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First Financial Holding Co. Ltd. — AGM Information 2025
Jul 7, 2025
52222_rns_2025-07-07_59944027-2fab-4fe9-b5b0-711c73c45d4a.pdf
AGM Information
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Stock Code: 2892
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Handbook for the 2025 Annual Shareholders’ Meeting
(Summary Translation)
Meeting Time: 9:00 am, Friday, June 20, 2025 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
| Table of Contents | |
|---|---|
| I. | Meeting Procedure |
| II. | Meeting Agenda |
| 1. Report Matters | |
| 2. Recognition Matters | |
| 3. Discussion Matters | |
| 4. Extemporary Motions | |
| III. | Attachments |
| 1. 2024 Business Report (omitted) | |
| 2. Audit Committee's Review Report | |
| 3. Terms of Issue of 2024 First Issue of Unsecured Ordinary Corporate Bonds |
|
| 4. 2024 Financial Statements | |
| 5. Profit Distribution Table | |
| 6. Comparison Table of Amended Articles to Articles of Incorporation of the Company |
|
| III. | Appendix |
| 1. Articles of Incorporation of the Company (omitted) | |
| 2. Rules Governing Procedure for Board Meetings of the Company (omitted) |
|
| 3. List of Directors and Their Respective Shareholding (omitted) |
|
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Agenda of 2025 Annual Shareholders’ Meeting
Date and Time: June 20, 2025 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.)
Supplementary video conferencing will be held during the meeting. Shareholders who choose to participate the meeting through video conferencing may register on “AGM E- Voting Platform” (https://www.stockvote.com.tw).
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The Chairperson announces the aggregate shareholding of shareholders present constitute a quorum and call the meeting to order.
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Chairperson’s remarks
3. Report Matters:
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(a) President reports the business operation of the Company in 2024.
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(b) Audit committee report the auditing process of 2024 financial statements.
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(c) Report of the offering of the Company’s 2024 first issue of unsecured ordinary corporate bonds.
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(d) Report of the distribution of employee’s compensation and director’s remuneration in 2024.
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Recognition Matters:
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(a) Please recognize the 2024 business report and consolidated financial statements of the Company.
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(b) Please recognize the distribution of 2024 profits.
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Discussion and Election Matters:
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(a) Please approve the issuance of new shares via capitalization of profits of 2024.
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(b) Please approve the amendments to the Articles of Incorporation of the Company.
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Extemporary motions:
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Meeting adjournment
Report Matters
- President reports the business operation of the Company in 2024.
Explanation:
The 2024 Business Report is attached as Attachment 1 (omitted).
- Audit Committee report the auditing process of 2024 financial statements.
Explanation:
The 2024 Audit Committee’s Review Report is attached as Attachment 2.
- Report of the offering of the Company’s 2024 first issue of unsecured ordinary corporate bonds.
Explanation:
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1) It is conducted in accordance with Article 246 of the Company Act.
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2) For the purposes of repaying bank loans required for operation and maturing commercial papers, it was resolved by the 3rd Board of Directors Meeting of the 8th term dated August 22, 2024 to issue "Unsecured Ordinary Corporate Bonds with a total quota of NT$ 10 billion" (the "Bonds"), which was approved by the Financial Supervisory Commission (Ref. No.: Jin-Guan-YinKong-Zi-1130229637) on September 26, 2024 and such quota must be issued within 2 years after the approval.
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3) The issuance of the Bonds was approved by the Taipei Exchange (Ref. No.: Zheng-Gui-Zhai-Zi-11300096622) on October 28, 2024 and conducted on October 30, 2024 in the amount of NT$ 5 billion. The fund utilization plan was finished by the end of fourth quarter of 2024.
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4) For the detailed terms of issue of the Bonds, please refer to Attachment 3. The major issuance terms are as follows:
| Issue | Amount | Tenor | Coupon Rate | Issue Date | Maturity Date |
|---|---|---|---|---|---|
| 113-1 | NT$ 5 billion | 5 years | Fixed 1.95% per annum | 10/30/2024 | 10/30/2029 |
- Report of the distribution of employee’s compensation and director’s remuneration in 2024.
Explanation:
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1) This proposal was to conform to Article 34-1 of the Articles of Incorporation of Company, and has been approved by the 10[th] board meeting of the 8[th] term of the Board of Directors.
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2) The distribution was listed below:
Net profit before tax which has not deducted employee’s compensation and director’s remuneration: NTD 25,678,899,094
Employee’s compensation distributed – Cash (0.0514%): NTD 13,198,954
Director’s remuneration distributed – Cash (0.90%): NTD 231,110,092
Recognition Matters
- Please recognize the 2024 business report and consolidated financial statements of the Company.
Explanation:
The Business Report and the Company’s Consolidated Financial Statements of 2024 have been examined by the Audit Committee, as well as approved by the 9[th] board meeting of the 8[th] term of the Board of Directors. Among which, the Company’s Consolidated Financial Statements were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan. The 2024 Business Report and Consolidated Financial Statements are attached as Attachment 1 (omitted) and 4.
Resolved:
- Please recognize the distribution of 2024 profits.
Explanation:
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1) The Consolidated Financial Statements of the Company were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, of PricewaterhouseCoopers, Taiwan, and the after tax net income in 2024 is NT$25,359,449,781. After taking other items which were not belonging to net income into account, the adjusted unappropriated earnings is NT$25,689,218,506. In accordance with the applicable laws to retain the amount of NT$2,568,921,851 as the legal reserve, plus the amount of beginning retained earnings of NT$19,893,241,339, the total distributable profit of this year is NT$43,013,537,994 and is proposed to be distributed as follows: (Please see details as Attachment 5.)
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A. NT$13,327,312,408 as cash dividends (NT$0.95 per share).
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B. NT$3,507,187,470 as stock dividends (25 new shares per 1,000 existing shares).
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C. Year-end balance of accumulated profits is NT$26,179,038,116.
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2) Other items mentioned previously include: (1) NT$339,667,405 of actuarial adjustment on defined benefit plans; (2) -NT$15,895,615 of gains/losses of equity instruments designated at FVTOCI; (3) NT$5,996,935 of the reversal of the special reserve provided for first-time adoption of IFRS.
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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.
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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.
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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.
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6) This proposal for the distribution of profits has been approved by the 11[th] board meeting of the 8[th] term of Board of Directors and duly reviewed by Audit Committee.
Resolved:
Discussion Matters
- Please approve the issuance of new shares via capitalization of profits of 2024.
Explanation:
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1) In order to boost capital base and strengthen financial structure, it is proposed to appropriate NT$3,507,187,470 from the 2024 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 350,718,747 shares and the total paid-in capital would reach NT$143,794,686,500.
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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 25 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.
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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.
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4) The board of directors is authorized to make necessary amendment to the proposed capital increase if so instructed by the competent authority.
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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.
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6) This proposal has been approved by the 11[th] board meeting of the 8[th] term of Board of Directors and duly reviewed by Audit Committee.
Resolved:
- To conform to the amendments to the "Securities and Exchange Act" and the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers", it is proposed that certain articles of the "Articles of Incorporation of the First Financial Holding Co., Ltd." be amended. Please vote on the same.
Explanation:
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1) The major amendments to the Articles of Incorporation are summarized as follows:
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A. To conform to the Paragraph 6, Article 14 of the Securities and Exchange Act, adding new provision regarding that 1% or more of the actual amount distributed as employee compensation for the current fiscal year shall be set aside as compensation for the non-executive employees.
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B. To conform to the Paragraph 1 and 3, Article 4 of the Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers, specifying that the minimum number of independent directors in the Board of Directors of the Company is three and one-third of the seats in the board.
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2) The Comparison Table of the Amended Articles and the descriptions thereof are attached hereto Attachment 6.
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3) This proposal has been approved by the 10[th] board meeting of the 8[th] term of Board of Directors.
Resolved:
Extemporary Motions
Attachment 2
First Financial Holding Co., Ltd.
Audit Committee’s Report
The Board of Directors of the Company has prepared and delivered the Business Report, the Consolidated Financial Statements, and earnings distribution proposal for 2024 Wherein, the Consolidated Financial Statements were audited by certified public accountants, Chiao-Sen Lo and Hsien-I Chen, 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: 2025 General Shareholders’ Meeting
First Financial Holding Co., Ltd.
Convener of Audit Committee: Rachel J. Huang
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April, 23 2025
Attachment 3
First Financial Holding Co., Ltd. Terms of Issue of 2024 First Issue of Unsecured Ordinary Corporate Bonds
First Financial Holding Co., Ltd. (the "Company") has been approved by the Financial Supervisory Commission (Ref. No.: Jin-Guan-Yin-Kong-Zi-1130229637) on September 26, 2024 to issue corporate bonds. The term of issue are set forth as follows:
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Name: First Financial Holding Co., Ltd. 2024 First Issue of Unsecured Ordinary Corporate Bonds (the "Bonds").
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Total Issue Amount: The total issue amount of the Bonds shall be NT$ 5 billion.
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Par Value: The par value of the payment-in-kind Bonds shall be NT$ 1 million.
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Issue Price: The Bonds shall be issued at the full face value on the issue date.
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Tenor: The tenor of the Bonds shall be 5 years, commencing on October 30, 2024 and ending on October 30, 2029.
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Coupon Rate: Fixed annual interest rate of 1.95%.
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Repayment of Principal: The Bonds cannot be early terminated and the Company shall not be requested to repurchase the Bonds. The Bonds shall be repaid in full upon maturity.
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Calculation and Payment of Interest:
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(1) The interest on the Bonds accrues annually at the coupon rate at simple interest from the issue date and shall be paid once a year.
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(2) The interest on each bond with the face value of NT$ 1 million shall be rounded to the nearest dollar. If the scheduled principal/interest payment date for the Bonds is a bank holiday in the jurisdiction where the payment is made, the principal and interest shall be paid on the immediately following business day, without any additional interest accrued as a result. No additional interest shall be accrued if the principal and the interest are withdrawn later than the principal/interest payment date.
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Security: The Bonds are unsecured ordinary corporate bonds.
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Bond Forms: The Bonds shall be issued via book entry and registered with the Taiwan Depository and Clearing Corporation (the "TDCC").
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Underwriter: The issuer of the Bonds shall engage underwriters to conduct underwriting to the public. Yuanta Securities Co., Ltd. is engaged as the lead securities underwriter of the Bonds.
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Trustee: Taipei Fubon Commercial Bank Co., Ltd. is engaged as the trustee of the creditors of the Bonds to exercise the power and authority to examine and supervise the Company's handling of the matters regarding the issuance of the Bonds for the benefit of the creditors of the Bonds and to execute the trust deed. The creditors holding the Bonds, subscribed either upon issuance or halfway during the tenor, agree and acknowledge the rights and obligations of the trustee set forth in the trust deed entered into by and between the Company and trustee and the terms of issue of the Bonds, as well as grant the trustee full authority with respect to the entrusted matters, which shall not be revoked during the tenor of the Bonds. The creditors of the Bonds may review the trust deed at the Company or at the trustee's business places during business hours.
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Paying Agent: Business Department of the head office of First Commercial Bank Co., Ltd. is engaged to handle principal/interest payment for the Bonds and shall pay the principal and interest via book entry according to the list of bondholders provided by the TDCC, as well as withhold any tax payable by the creditors of the Bonds pursuant to law.
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Notification: Unless otherwise stipulated by laws or regulations, any matters relating to the Bonds to be notified to the creditors will be announced on the Market Observation Post System (https:// mops.twse.com.tw) or made in accordance with relevant requirements of TDCC.
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Eligible Investors: The Eligible Investors shall be limited to the professional investors defined in the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds, but excluding natural persons who meet the aforesaid qualification.
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Miscellaneous:
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(1) Ranking: The creditors of the Bonds shall rank pari passu with other unsecured creditors of the Company.
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(2) The Company will file with the Taipei Exchange for listing the Bonds on the Taipei Exchange, in order for the Bonds to be traded on secondary markets.
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(3) Credit Rating: The credit rating of the Company is twAA- (Rating Date: 2024/10/1). The Bonds will not be rated by rating agency. Investors shall pay attention to the risks of the Bonds themselves.
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All matters not covered herein shall be conducted in accordance with the Company Act, the Financial Holding Company Act, the Regulations Governing the Issuance of Corporate Bonds by Financial Holding Companies, the Regulations Governing the Offering and
Issuance of Securities by Securities Issuers and relevant regulations issued by the competent authority.
Issuer: First Financial Holding Co., Ltd. Responsible person: Chairman Ye-Chin Chiou
October 21, 2024
Attachment 4
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(l 13)PWCR2400033 5
INDEPENDENT AUDITORS'REPORT
To the Boa1·d of Directors and Shareholders of First Financial Holding Co., Ltd.
Opinion
We have audited the accompru1ying consolidated balru1ce sheets of First FiI1ru1cial HoldiI1g Co., Ltd. (the "Company'')皿d subs曲叩es (collectively "First Group") as at December 31, 2024 叩 d 2023, ru1d the related consolidated statements of comprehensive income, of ch皿ges in equity and of cash flows for the years then ended,皿d notes to the consolidated fmancial statements, includmg a summary of significant acco皿ting policies
In our opinion, the accompru1ying consolidated finru1cial statements present fairly, in all material respects, the consolidated finru1cial position of First Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations GovemiI1g the Preparation of Finru1cial Reports by Fmru1cial Holdmg Compru1ies, Regulations Governing the Preparation of Fin皿cial Reports by Public B皿ks, Regulations Governing the Preparation of Fmru1cial Reports by Securities Finns, Regulations Governing the Preparation of Fin 即 cial Reports by Insur皿ce Compa.i1ies, Regulations Governing tl1e Preparation of Finru1cial Reports by Futures Commission Merchru1ts, 皿d the International Financial Reporting Standards, International Accounting St皿dards, IFRlC Interpretations, and SIC Interpretations that came mto effect as endorsed by the Fmancial Supervisory Commission
Basis for opinion
We conducted our audit i..1 accordance with the Regulations GovemiI1g Fina.t1cial Statement Audit and Attestation Engagements of Certified Public Accountants, Jm-Guru1-Ym-Fa-Zi Letter No.10802731571 and St皿dards on Auditing of tl1e Republic of China. Our responsibilities tmder those s皿dards are further described i..1 the Auditors'responsibilities for the audit of the consolidated fm 血 cial statements section of our report. We are independent of First Group in accordru1ce with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accord 徂 1ce witl1 these
資誠聯合會計師事務所PricewaterhouseCoopers, Taiwan 110208嶽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
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requirements. We believe that出e audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
Key audit matters
Key audit matters are those matters that, in our professional」udgment, were of most significm1ce in our audit of the First Group's 2024 consolidated finm1cial statements. These matters were addressed in the context of otir audit of the consolidated finm1cial statements as a whole m1d, in forming our opinion thereon, we do not provide a separate opinion on these matters
Key audit matters for the First Group's consolidated fi.nm1cial statements for the year ended December 31, 2024 are stated as follows
Impairment assessment of loans discounted
Descnpnon
Impairment assessment oflo皿s discounted complies with the regulations under IFRS 9''Financial Instruments''皿d relevru1t regulations issued by the competent autl10rity. For the accounting policy of impairn1ent assessment of lo皿s discounted, please refer to Note 4(9); for critical accounting judgements, estimates, and asswnption uncertainty of the recognition 皿d measurement of expected credit losses on lo皿s discounted, please refer to Note 5(3). For iiuonnation on allow皿ce for credit losses, which皿ounted to $37,058,090 thousru1d, as at December 31, 2024, 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), iinpainnent assessment of lo皿s discounted is based on the expected credit loss model. At each finai1cial reportii1g date, fm皿cial instruments are categorised ii1to three stages based on the degree of ch皿ge in its credit risk since initial recognition. Provision for impainnent loss is measured either us mg 12-month expected credit losses (stage 1, there has been no significai1t increase in credit risk sii1ce initial recognition) or lifetime expected credit losses (stage 2, there has been a significant ii1crease 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
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The aforementioned recognition and measurement of impairment assessment of loans discounted involves various assumptions, estimates, and」udgements. Thus, we have included recognition 皿d measurement of expected credit losses on loans discounted as one of the key audit matters in our audit in the year of 2024
How our au血addressed the matter
The procedures that we have conducted in response to specific aspects of the above-mentioned key audit matter are s皿1marised as follows:
1. Understood ruid assessed written policies, internal control system, the expected credit loss impairment model ruid methodology, and the assessment ru1d approval process
2. Srunpled ru1d tested the implementation effectiveness of internal controls related to the recognition ru1d measurement of expected credit losses, including management of collateral ru1d its value assessment, controls for chru1ges in parruneters, and approval for provisioning of expected credit losses
3. S皿pled and tested the consistency of measurement criteria for tl1e samples in the three stages of expected credit loss with the」udgement results of the system
4. Sruupled and tested assumptions for tl1e parruneters of the expected credit loss model, including the historical data on probability of default, loss given default, and exposure at default
5. S皿pled ru1d tested fonvard-looking画ormation
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(])Sampled己tested the data on economic conditions (economic growth rate, amrnal呻ation rate, etc.) adopted by出e m皿agement when measuring expected credit losses under IFRS 9
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(2)Assessed the forward-looking scen叩os ru1d their respective weights adopted by the m皿agement.
6. Assessed cases in stage 3 (credit impaired) witl1 material amounts that were assessed individually
7. Assess whether the provision of impainnent losses complies with the relevru1t regulations of the competent authorit1)
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Fair value measurement of unlisted stocks without an active market
Descnpnon
For the accounting policy for unlisted stocks without an active market (included in financial assets at fair value tlirough other comprehensive income), please refer to Note 4(7); for critical accounting」udgements, estimates, and assumption uncertainty of ru1listed stocks without ru1 active market, please refer to Note 5(2). For iltformation on unlisted stocks of finru1cial assets at fair value through other comprehensive i11come (fair value of Level 3), which runounted to $13,576,593 thous皿d, as at December 31, 2024, please refer to Note 6(4) 皿d Note 12(l)E
The fair value of unlisted stocks that First Group owns is detennined by valuation methods since these finru1cial mstruments have no quoted prices from active market. M皿agement primarily relies on valuation reports prepared by external finru1cial consult皿ts for the fair value measurement of these financial i11struments. These measurements are largely based on comparable listed compru1ies in silnilar industries or recently published market multiples ru1d subsequently discounted according to market liquidity or specified risk
The aforementioned fair value measurement of unlisted stocks includes the determination of assumptions 皿d parruneters adopted in valuation models and methods. These measurements involve sub」ective」udgement and various asswnptions and estimates. Thus, we have included the fair value measurement of unlisted stocks with no active market as one of the key audit matters il1 our audit for the year ended December 31, 2024
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:
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Understood皿d assessed the related \rritten policies, internal control system, fair value measurement models m1d methodologies, m1d approval process of the fair value measurement ofUl巾sted stocks.
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Exan1ined whether the management expert's report was approved tlirough the appropriate assessment by management, mid evaluated whether the valuation result was reasonable
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Understood 叩d assessed the independence, professionalism, ru1d competency of management's expert.
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Assessed whether the valuation models 皿d methodologies used by m皿agement's expert are widely adopted in the applicable industries. Assess the rationality of the comparable comp皿 ies selected by mrurngement experts. Sruupled 皿d tested the paran1eters used in the evaluation method to relevru1t supporting docun1ents.
Insurance liabilities - policy rese1-ve
Descnpnon
For the accoru1ting policies related to policy reserve, please refer to Note 4(19). First Group's provision of policy reserve is based on the mortality table filld policy reserve valuation interest rate regulated by the competent autl1ority 皿d calculated according to the mod面ed reserve method regulated in Article 12 of the Regulations Governing the Setting Aside of Various Reserves by InsuraI1ce Enterprises ru1d tl1e method prescribed in tl1e calculation statement of each product reported to the competent autl1ority. For information on policy reserve, which runounted to $71,138,241 thous皿d, as at December 31, 2024, please refer to Note 6(25). Considering that ti汜 accuracy of calculation of policy reserve is signific皿t 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, 2024
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
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Understood and assessed the internal control related to provision of policy reserve 皿d sampled aJ1d examined the e: ectiveness of internal controls, including checking the policy i.Iuomrntion 卻d policy system, iI1specting the authorisation docwnents of co1uigurations for the reserve system of new products ru1d comparing the munber of policies in the policy system and the actuar」al system, to assess the completeness ru1d accuracy of calculation of policy reserve
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Srun pied ru1d ex run iI1ed the consistency beh\1een policy basic iI1fonn ation m the actuarial system 叩d画onnation in the policy system
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Used the work of act11ariaJ experts lo assess山e reasonableness of policy reserve on the balance sheet date which mainly includes the following procedures:
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(!)Sampled ru1d tested the representative new products in the current year lo ascertain that the method ru1d results of provisioning reserves are consistent witl1 the calculation statement of product reported to the regulatol}'authority
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(2)Perfonued trend analysis (excluding new products, universal life, ru1d interest-sensitive deferred rumuities) on the liability rese1,re of traditional products to assess tl1e reasonableness of liability reserve on the balru1ce sheet date.
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(3)Perfonned roll 即alysis on tl1e liability reser[v] e of traditional products to assess the reasonableness of liability reserve on the balru1ce sheet date
Responsibilities of management and those charged with governance for the consolidated financial statements
M皿agement is responsible for the preparation 皿d fair presentation of the consolidated finru1cial statements in accord皿ce with tJ1e Regulations Goven血g tlie Preparation of Finru1cial Reports by Finru1cial Holding Compru1ies, Regulations Governing the Preparation of Finru1cial Reports by Public Bru1ks, Regulations Governing the Preparation of Fin 卻cial Reports by Securities Fim1s, Regulations Governing the Preparation of Finru1cial Reports by Insurance Companies, Regulations Governing the Preparation of Finru1cial Reports by Futures Commission Merchru1ts,己ti汜 International Finru1tial Reporting Standards, l.J1temational Accounting St皿dards, IFRJC Interpretations, and SIC Interpretations that crune into effect as endorsed by the Fin叨cial Supervisory Commission,皿d for such internal control as m皿agement determines is necessary to enable tl1e preparation of consolidated fin 皿ciaJ statements that are free from material misstatement, whether due to fraud or error
In preparing the consolidated finru1ciaJ statements, mruiagement is responsible for assessing First Group's ability lo continue as a going concern, disclosing, as applicable, matters related to going concern ru1d using the going concern basis of accounting w1less mruiagement 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 fmru1ciaJ reporting process.
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Auditors'responsibilities for the audit of the consolidated financial statements
Our ob」ectives are to obtain reasonable assurm1ce about whether tl1e consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error,皿d to issue ru1 auditors'report that includes our opinion. Reasonable assurm1ce is a high level of assurm1ce, but is not a guarantee that 皿audit conducted in accord皿ce with the S皿dards on Auditing of出e Republic of China will always detect a material misstatement when it exists Misstatements c皿叩se from fraud or error 皿d 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 flllm1cial statements
As part of ru1 audit in accordru1ce with the Stm1dards on Auditing of the Republic of China, we exercise professional」udgment and professional skepticism tl1roughout the audit. We also
- I. 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, 皿d obtain audit evidence that is sufficient m1d appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher thm1 for one resulting from error, as fraud may involve collusion, forge巧, intentional omissions, misrepresentations, or the override of internal control
2. Obtain an underst皿ding of internal control relev皿t to the audit in order to design audit procedures tlrnt are appropriate in the circumst皿ces,but not for tl1e purpose of expressing 卻 opinion on出e effectiveness of First Group's internal control
3. Evaluate the appropriateness of accounting policies used and the resonableness of accountmg estimates m1d related disclosures made by management
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資試 pwc
4. Conclude on tl1e appropriateness of mru1agement's use of the going concern basis of accounting 卻 d, based on tl1e audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significa11t 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
5. Evaluate the overall presentation, structure ru1d content of the consolidated finru1cial statements, inclu山ng the disclosures, and whether 出e consolidated fm 血 cial statements represent the underlying區nsactions皿d events in a maimer that achieves fair presentation.
6. Obtain sufficient appropriate audit evidence regarding the finru1cial iiuormation of the entities or business activities withiI1 First Group to express an opinion on the consolidated fin皿cial statements. We are responsible for tl1e direction, supervision,皿d perfonn皿ce of the group audit. We remain solely responsible for our audit opinion
We communicate witl1 those charged with governance regarding,皿ong other matters, the plaru1ed scope ru1d timing of the audit ru1d significa11t audit findirigs, includiI1g皿y significant deficiencies in iI1ternal control出at we identify duriI1g our audit.
We also provide those charged witl1 govern皿ce with a statement that we have complied with relevru1t etl1ical requirements regarding independence, ru1d to communicate with them all relationships ru1d other matters that may reasonably be thought to bear on our independence, ru1d where applicable, related safeguards
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資試 pwc
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 2024 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.
Lo, Chiao-Sen Chen, Hsien-f - 亢三五國 , 一 心可 L^H;I正\L
For and on Behalf of PricewaterhouseCoopers, Taiwan February 27, 2025
一一一一一一一一一一一一一一一一一一一一一一一一一一一-一---------------一一一一一一一一一一一一一一一一一一一一一一一一一一-----一-------------一一一一一一一一一一一一一一一一一一一一一一一一一一一一一----一一--- !he ac_companying consolidated financial statements are not intended to present the financial condition and principles generally accepted in financ\al per_fom1a!:ce_ and cash flows in accordance with accountingcountnes and」urisdictions other than the Republic of China. The standards, procedures and practice·s in the �epublic of Chin� g_ove111_ing the audit of such financial statements may cliffe; from those gen�rally accepted 111 countries and」urisdictions otl1er than the Republic of China Accordingly, the accompanying consolida�ed fin�n�ial st�tements and independent auditors'report are not intended for use by those �h� a.re_ not i1:fonned about the accounting principles or Standards -on Audi ting of the Republic of China, and their applications in practice
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| ASSETS | Notes 6(1) and 7 6(2) and 7 6(3) and 7 6(4), 7 and 8 6(5) and 8 6(6) 6(7) and 7 6(8) and 7 6(9) 6(10) 6(11) and 8 6(12) and 8 6(13) and 8 6(14) 6(42) 6(16) and 8 |
December 31, 2024 AMOUNT % $59,304,5011307,495,2387195,475,4704412,224,8629942,310,680202,622,080-76,803,71321,054,164-2,630,263,5695687,493-3,463,952-17,365,356-12,434,184-27,730,14212,708,756-1,301,264-5,358,680-6,418,221-$4,704,422,325100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
AMOUNT$59,304,501307,495,238195,475,470412,224,862942,310,6802,622,08076,803,7131,054,1642,630,263,56987,4933,463,95217,365,35612,434,18427,730,1422,708,7561,301,2645,358,6806,418,221$4,704,422,325 |
AMOUNT$57,705,065368,338,445174,080,962362,430,412922,837,494-64,506,5521,366,3292,403,089,42776,7243,218,62517,843,62912,394,69227,530,0742,601,1141,133,0444,442,9875,814,743$4,429,410,318 |
% | ||
| 11000 Cash and cash equivalents 11500 Due from the central bank and call loans to banks 12000 Financial assets at fair value through profit or loss 12150 Financial assets at fair value through other comprehensive income 12200 Investments in debt instruments at amortised cost 12500 Securities purchased under resell agreements 13000 Receivables, net 13200 Current tax assets 13500 Loans discounted, net 13700 Reinsurance contract assets, net 15000 Investments accounted for using equity method, net 15500 Other financial assets, net 18000 Investment property, net 18500 Property and equipment, net 18600 Right-of-use assets, net 19000 Intangible assets, net 19300 Deferred income tax assets 19500 Other assets, net 19999 Total Assets |
184821-2-54--1-1---- |
|||
100 |
(Continued)
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| LIABILITIES AND EQUITY 21000 Deposits from the central bank and banks 21500 Due to the central bank and banks 22000 Financial liabilities at fair value through profit or loss 22500 Securities sold under repurchase agreements 22600 Commercial papers issued, net 23000 Payables 23200 Current tax liabilities 23500 Deposits 24000 Bonds payable 24400 Other borrowings 24600 Provisions 24610 Provisions for insurance 24620 Provisions for employee benefits 24630 Provision for guarantee liabilities 24694 Provision for loan commitments 24690 Other provisions 25500 Other financial liabilities 26000 Lease liabilities 29300 Deferred tax liabilities 29500 Other liabilities 29999 Total Liabilities Equity attributable to owners of the parent 31100 Capital 31001 Common stock 31500 Capital surplus 32000 Retained earnings 32001 Legal reserve 32003 Special reserve 32011 Unappropriated earnings 32500 Other equity interest 39999 Total Equity Total Liabilities and Equity |
Notes 6(17) and 7 6(18) and 7 6(19) 6(20) 6(21) 6(22) and 7 6(23) 6(24) 6(25) 6(26) 6(42) 6(27) 6(28) 6(28) 6(28) 6(28) 6(4)(29) 6(30) |
December 31, 2024 AMOUNT % $315,267,63172,183,708-13,014,872-33,384,179131,857,418154,422,60214,111,382-3,711,088,0877975,650,00026,470,000-71,741,50611,684,926-1,690,733-671,885-245,278-89,163,70822,569,824-8,933,614-12,385,065-4,436,536,41894140,287,499326,107,246-27,365,20916,004,630-45,582,459122,538,8641267,885,9076$4,704,422,325100 |
December 31, 2023 | December 31, 2023 |
|---|---|---|---|---|
AMOUNT$315,267,6312,183,70813,014,87233,384,17931,857,41854,422,6024,111,3823,711,088,08775,650,0006,470,00071,741,5061,684,9261,690,733671,885245,27889,163,7082,569,8248,933,61412,385,0654,436,536,418140,287,49926,107,24627,365,2096,004,63045,582,45922,538,864267,885,907$4,704,422,325 |
AMOUNT$279,067,1551,969,24018,816,90122,775,46032,288,93857,771,8355,362,6673,514,838,08962,350,0002,300,00067,528,3732,464,5861,466,118615,688132,79591,967,1802,485,5938,246,0928,519,2104,180,965,920136,201,45526,107,21825,131,8754,099,38839,700,98117,203,481248,444,398$4,429,410,318 |
% | ||
6-1111-791-2----2--- |
||||
94 |
||||
311-1- |
||||
6 |
||||
100 |
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, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items 41000 Interest income 51000 Interest expenses 49600 Net interest revenue 49700 Net revenue other than interest 49800 Net service fee revenue and commissions 49810 Net insurance revenue 49820 Gain on financial assets and liabilities at fair value through profit or loss 49825 Gains on investment property 49835 Realised gains on financial assets at fair value through other comprehensive income 43600 Losses arising from derecognition of financial assets measured at amortised cost 49870 Foreign exchange gains 49880 Impairment loss on assets 49891 Share of profit of associates and joint ventures accounted for using equity method 47500 Loss on reclassification under the overlay approach 49900 Other revenue other than interest income Net revenue 58100 Bad debt expense, commitment and guarantee liability provision 58300 Net change in provisions for insurance liabilities 58500 Operating expenses 58501 Employee benefits expense 58503 Depreciation and amortisation expense 58599 Other general and administrative expenses 61000 Profit from continuing operations before tax 61003 Income tax expense 69000 Profit |
Year ended December 31 Changes 2024 2023 Percentage Notes AMOUNT % AMOUNT % (%) $117,428,144163$104,026,67915413(86,193,831) (120)(71,501,734) (106)216(31) and 7 31,234,3134332,524,94548(4 )6(32) and 7 12,782,3491810,186,69415256(33) 3,671,39853,146,6485176(3)(34) 19,237,1612719,204,93629-539,6851212,292-1546(35) 1,671,4162583,68811866(5) (536,704 ) (1) (409,275 ) (1)313,535,17451,158,45622056(36) (154,846 )-(49,749 )-2116(10) 127,240-154,774-(18 )6(3) (441,409 ) (1) (234,826 )-886(37) 453,6981776,5491(42 )72,119,47510067,255,13210076(8)(25) (5,763,335 ) (8) (5,817,638 ) (9) (1 )6(38) (2,613,608 ) (4) (2,793,310 ) (4) (6 )6(39) (20,080,525 ) (28) (18,730,480 ) (28)76(40) (2,408,334 ) (3) (2,316,507 ) (3)46(41) and 7 (10,015,964) (14)(9,334,941) (14)731,237,7094328,262,25642116(42) (5,878,259) (8)(5,801,255) (9)1$25,359,45035$22,461,0013313(Continued) |
|---|---|
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items 69500 Other comprehensive income 69560 Components of other comprehensive income that will not be reclassified to profit or loss 69561 Gains (losses) on remeasurements of defined benefit plans 69567 Revaluation gains on investments in equity instruments measured at fair value through other comprehensive income 69565 Change in fair value of financial liability attributable to change in credit risk of liability 69569 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 69570 Components of other comprehensive income that will be reclassified to profit or loss, net of tax 69571 Exchange differences on translation 69585 (Losses) gains from investments in debt instruments measured at fair value through other comprehensive income 69575 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 69590 Other comprehensive income on reclassification under the overlay approach 69579 Income tax related to components of comprehensive income 69500 Other comprehensive income 69700 Total comprehensive income 69900 Profit, attributable to: 69901 Owners of parent 69950 Comprehensive income attributable to: 69951 Owners of parent Earnings per share 70000 Basic and diluted earnings per share (in dollars) |
Year ended December 31 2024 2023 Notes AMOUNT % AMOUNT 6(30) $424,584-($274,576 )6,081,44586,199,5718,474--(84,917 )-54,9154,042,8926(382,574 )(5,133,031 ) (7)7,284,1866(10) (97,418 )-(43,548 )6(3) 441,4091234,8266(3) (24,284 )-(633,219 ) ($5,659,1548$12,439,581$31,018,60443$34,900,582$25,359,45035$22,461,001$25,359,45035$22,461,001$31,018,60443$34,900,582$31,018,60443$34,900,5826(43) $1.81$ |
Year ended December 31 | Year ended December 31 | Changes Percentage % (%) -(255 )9(2 )---(255 )-(1157 )11(170 )-124-881) (96 )19(55 )52(11 )3313331352(11 )52(11 )1.60 |
|---|---|---|---|---|
| 2024 | 2023 |
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, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| For the year ended December 31, 2023 Equity at beginning of period Profit Other comprehensive (loss) income Total comprehensive income (loss) Appropriation of prior year's earnings Legal reserve appropriated Cash dividends of ordinary shares Stock dividends of ordinary shares Disposal of investments in equity instruments designated at fair value through other comprehensive income (loss) Reversal of special reserve Equity at end of period For the year ended December 31, 2024 Equity at beginning of period Profit Other comprehensive income Total comprehensive income Appropriation of prior year's earnings Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary shares Stock dividends of ordinary shares Due to donated assets received Disposal of investments in equity instruments designated at fair value through other comprehensive (loss) income Reversal of special reserve Equity at end of period |
Equityattributable to owners | Equityattributable to owners | Equityattributable to owners | o | f theparent | Total equity | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinaryshare | Capital surplus | Retained Earnings | Other equityin | terest | ||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Exchange difference on translation of foreign financial statements |
G | ains (losses) on financial assets measured at fair value through other comprehensive income |
Reserve of overlay approach |
Change in fair value of financial liability attributable to change in credit risk of liability |
|||||||||||||
$132,234,423-----3,967,032--$136,201,455$136,201,455------4,086,044---$140,287,499 |
$26,107,218--------$26,107,218$26,107,218-------28--$26,107,246 |
$22,978,313---2,153,562----$25,131,875$25,131,875---2,233,334------$27,365,209 |
$4,105,707-------(6,319 )$4,099,388$4,099,388----1,911,239----(5,997 )$6,004,630 |
$34,066,98622,461,001(219,661 )22,241,340(2,153,562 )(10,578,754 )(3,967,032 )85,6846,319$39,700,981$39,700,98125,359,450339,66725,699,117(2,233,334 )(1,911,239 )(11,577,123 )(4,086,044 )-(15,896 )5,997$45,582,459 |
($936,523 )-(426,122 )(426,122 )-----($1,362,645 )($1,362,645 )-3,945,4743,945,474-------$2,582,829 |
$5,768,890-12,861,25312,861,253---(85,684 )-$18,544,459$18,544,459-926,528926,528-----15,896-$19,486,883 |
($202,444 )-224,111224,111-----$21,667$21,667-439,011439,011-------$460,678 |
$---------$-$--8,4748,474-------$8,474 |
$224,122,57022,461,00112,439,58134,900,582-(10,578,754 )---$248,444,398$248,444,39825,359,4505,659,15431,018,604--(11,577,123 )-28--$267,885,907 |
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, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended | December 31 | ||||
|---|---|---|---|---|---|
| 2024 | 2023 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||
| Profit before tax | $ |
31,237,709 |
$ |
28,262,256 |
|
| Adjustments | |||||
| Adjustments to reconcile profit (loss) | |||||
| Provision for bad debts expense, commitment and guarantee liability | |||||
| provisions | 9,523,954 |
11,359,586 |
|||
| Depreciation of investment property | 39,223 |
41,731 |
|||
| Depreciation of property and equipment | 1,043,973 |
974,159 |
|||
| Depreciation of right-of-use assets | 804,251 |
781,129 |
|||
| Amortisation expense | 520,887 |
519,488 |
|||
| Interest income | ( |
117,428,144 ) |
( |
104,026,679 ) |
|
| Interest expense | 86,193,831 |
71,501,734 |
|||
| Dividend income | ( |
2,507,615 ) |
( |
2,457,048 ) |
|
| Net change in insurance liabilities | 2,639,003 |
2,843,872 |
|||
| Net change in provisions for foreign exchange price fluctuation | 152,528 |
( |
200,163 ) |
||
| Share of gain of associates and joint ventures accounted for using equity | |||||
| method | ( |
127,240 ) |
( |
154,774 ) |
|
| Gain on disposal of property and equipment | - |
( |
57,700 ) |
||
| Loss on retirement of property and equipment | 6,107 |
4,298 |
|||
| Gain on disposal of investment properties | ( |
337,718 ) |
( |
18,442 ) |
|
| Impairment loss on assets | 154,846 |
49,749 |
|||
| Loss reclassified by applying overlay approach | 441,409 |
234,826 |
|||
| Gain on lease modifications | ( |
2,893 ) |
( |
6,656 ) |
|
| Changes in operating assets and liabilities | |||||
| Changes in operating assets | |||||
| Increase in due from the central bank and call loans to banks | ( |
9,615,917 ) |
( |
4,442,787 ) |
|
| Increase (decrease) in financial assets at fair value through profit or loss | ( |
21,394,508 ) |
1,986,564 |
||
| Increase in financial assets at fair value through other comprehensive income | ( |
48,880,831 ) |
( |
23,738,085 ) |
|
| Increase in investments in debt instruments at amortised cost | ( |
19,483,523 ) |
( |
116,193,467 ) |
|
| Increase in receivables | ( |
7,633,890 ) |
( |
9,973,467 ) |
|
| Increase in discounts and loans | ( |
236,492,787 ) |
( |
101,980,267 ) |
|
| Increase in other financial assets | ( |
244,732 ) |
( |
61,875 ) |
|
| Increase in reinsurance assets | ( |
7,502 ) |
( |
17,698 ) |
|
| Increase in other assets | ( |
382,803 ) |
( |
175,956 ) |
|
| Changes in operating liabilities | |||||
| Increase in deposits from the central bank and banks | 36,200,476 |
6,337,365 |
|||
| (Decrease) increase in financial liabilities at fair value through profit or loss | ( |
5,793,555 ) |
4,325,604 |
||
| (Decrease) increase in payables | ( |
7,472,164 ) |
2,388,373 |
||
| Increase in deposits and remittances | 196,249,998 |
209,487,106 |
|||
| (Decrease) increase in other financial liabilities | ( |
2,090,667 ) |
8,636,323 |
||
| Decrease in provisions for employee benefits | ( |
779,660 ) |
( |
23,865 ) |
|
| Increase (decrease) in provisions | 1,995,114 |
( |
271,223 ) |
||
| Increase (decrease) in other liabilities | 3,865,855 |
( |
495,556 ) |
||
| Cash outflow generated from operations | ( |
109,606,985 ) |
( |
14,561,545 ) |
|
| Interest received | 112,648,631 |
98,099,423 |
|||
| Interest paid | ( |
82,070,466 ) |
( |
68,621,949 ) |
|
| Dividends received | 2,505,407 |
2,458,206 |
|||
| Income tax paid | ( |
7,130,467 ) |
( |
4,304,144 ) |
|
| Net cash flows (used in) from operating activities | ( |
83,653,880 ) |
13,069,991 |
(Continued)
FIRST FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2024 AND 2023
(Expressed in thousands of New Taiwan dollars)
| Year ended | December 31 | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Increase in investments accounted for using equity method | ( $ |
20,000 ) |
$ |
- |
| Acquisition of property and equipment | ( |
1,228,200 ) |
( |
1,144,911 ) |
| Acquisition of investment properties | ( |
279,315 ) |
( |
137,285 ) |
| Acquisition of intangible assets | ( |
680,844 ) |
( |
513,857 ) |
| Proceeds from disposal of property and equipment | 47 |
78,492 |
||
| Proceeds from disposal of investment property | 538,318 |
94,536 |
||
| Increase in other assets | ( |
349,075 ) |
( |
274,647 ) |
| Net cash flows used in investing activities | ( |
2,019,069 ) |
( |
1,897,672 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Increase in due to the central bank and bank | 214,468 |
954,710 |
||
| Increase in notes and bonds issued under repurchase agreement | 10,608,719 |
46,325 |
||
| Increase (decrease) in other borrowings | 4,170,000 |
( |
5,300,000 ) |
|
| (Decrease) increase in commercial papers payable | ( |
431,520 ) |
13,646,108 |
|
| Increase in financial bonds payable | 5,000,000 |
- |
||
| Proceeds from issuing bank notes payable | 8,300,000 |
500,000 |
||
| Payments of lease liabilities | ( |
775,561 ) |
( |
760,023 ) |
| Cash dividends paid | ( |
11,577,123 ) |
( |
10,578,754 ) |
| Proceeds from sale of treasury shares | 28 |
- |
||
| Net cash flows from (used in) financing activities | 15,509,011 |
( |
1,491,634 ) |
|
| Effect of exchange rate changes | 3,932,909 |
( |
504,957 ) |
|
| Net (decrease) increase in cash and cash equivalents | ( |
66,231,029 ) |
9,175,728 |
|
| Cash and cash equivalents at beginning of year | 320,275,584 |
311,099,856 |
||
| Cash and cash equivalents at end of year | $ |
254,044,555 |
$ |
320,275,584 |
| The components of cash and cash equivalents | ||||
| Cash and cash equivalents reported in the statement of financial position | $ |
59,319,084 |
$ |
57,711,331 |
| Due from central bank and call loans to other banks qualified as cash and cash | ||||
| equivalents as defined by IAS 7 | 192,103,391 |
262,564,253 |
||
| Investments in bills and bonds under resale agreements qualified as cash and cash | ||||
| equivalents as defined by IAS 7 | 2,622,080 |
- |
||
| Cash and cash equivalents at end of reporting period | $ |
254,044,555 |
$ |
320,275,584 |
The accompanying notes are an integral part of these consolidated financial statements.
Attachment 5
FIRST FINANCIAL HOLDING CO., LTD. Profit Distribution Table
Year 2024
(Expressed in New Taiwan Dollars)
| Beginning retained earnings Add(Less): Profit of the year $25,359,449,781 Add(Less): Actuarial adjustment on defined benefit plans 339,667,405 Add(Less): Gains/losses of equity instruments designated at FVTOCI -15,895,615 |
$19,893,241,339 |
|---|---|
| Add(Less): The reversal of the special reserve provided for first-time adoption of IFRS 5,996,935 |
|
| Adjusted unappropriated earnings Less: Legal reserve (10%) Distributable profit Distributable items: Cash dividends to ordinary shares @0.95 -$13,327,312,408 Stock dividends to ordinary shares @0.25 -3,507,187,470 Unappropriated earnings |
25,689,218,506 |
| -2,568,921,851 | |
| 43,013,537,994 -16,834,499,878 |
|
| $26,179,038,116 |
Note: After tax net income was set for dividend distribution as top priority
Attachment 6
Comparison Table of Amended Articles to Articles of Incorporation
of the Company
| Amended Articles | Current Articles | Description | |||
|---|---|---|---|---|---|
| Article 21-1 Among the members of the Board of Directors of the Company, the number of independent directors shall not be less thanthree (3) and one-third (1/3)of the seats of the Board of Directors. The independent directors of the Company shall be elected with a candidate nomination system by shareholders from among those listed in the slate of independent director candidates. Independent directors and non-independent directors shall be elected together, but the number of elected seats shall be calculated separately. The professional qualifications, restrictions on shareholdings and concurrent positions held, determination of independency, method of nomination and election, and other matters for compliance with respect to independent directors shall be handled in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations. |
Article 21-1 The Company established independent directorssince the 3rd term of the Board of Directors in accordance with Article 14-2 and 183 of the Securities and Exchange Act. The number of independent directors shall not be less thantwo (2)and one-fifth (1/5)of the seats of the Board of Directors. The independent directors of the Company shall be elected with a candidate nomination system by shareholders from among those listed in the slate of independent director candidates. Independent directors and non-independent directors shall be elected together, but the number of elected seats shall be calculated separately. The professional qualifications, restrictions on shareholdings and concurrent positions held, determination of independency, method of nomination and election, and other matters for compliance with respect to independent directors shall be handled in accordance with the Company Act, the Securities and Exchange Act and other relevant laws and regulations. |
To conform to the Paragraph 1 and 3, Article 4 of the "Taiwan Stock Exchange Corporation Operation Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board's Exercise of Powers" amended and promulgated on August 9, 2024, increasing the minimum number of independent directors of the Company to three and one-third of the seats in the board. |
|||
| Article 34-1 If there is any surplus profit concluded in a fiscal year, the Company shall, from the net profit before tax which has not deducted anycompensation to employees |
Article 34-1 If there is any surplus profit concluded in a fiscal year, the Company shall, from the net profit before tax which has not deducted anycompensation to employees |
To conform to the Paragraph 6, Article 14 of the Securities and Exchange Act amended and promulgated on |
| Amended Articles | Current Articles | Description | |
|---|---|---|---|
| and remuneration to directors, set aside 0.02% to 0.15% as employee compensation and no more than 1% as director remuneration, of which, 1% or more of the actual amount distributed as employee compensation for the current fiscal year shall be set aside as compensation for the non-executive employees; provided however that, if the Company has any accumulated losses, the Company shall reserve an amount thereof in advance for making up the losses. The actual distribution percentage of the aforesaid employee compensation and director remuneration, and whether the employee compensation shall be paid out by stock or in cash, shall be approved by a majority of the directors at a meeting attended by two-thirds or more of the total number of the directors and reported to the shareholders' meeting. |
and remuneration to directors, set aside 0.02% to 0.15% as employee compensation and no more than 1% as director remuneration; provided however that, if the Company has any accumulated losses, the Company shall reserve an amount thereof in advance for making up the losses. The actual distribution percentage of the aforesaid employee compensation and director remuneration, and whether the employee compensation shall be paid out by stock or in cash, shall be approved by a majority of the directors at a meeting attended by two-thirds or more of the total number of the directors and reported to the shareholders' meeting. |
August 7, 2024, and a Letter No. Jin-Guan-Zheng-Fa- Zi-1130385442 dated November 8, 2024 issued by the Financial Supervisory Commission, adding new provision regarding setting aside a certain percentage as compensation for the non-executive employees. |
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| Article 37 These Articles was established on November 27, 2001. First amendment to these Articles was made on June 11, 2004. Second amendment to these Articles was made on June 9, 2006. Third amendment to these Articles was made on June 15, 2007. Fourth amendment to these Articles was made on June 23, 2010. Fifth amendment to these Articles was made on June 24, 2011. |
Article 37 These Articles was established on November 27, 2001. First amendment to these Articles was made on June 11, 2004. Second amendment to these Articles was made on June 9, 2006. Third amendment to these Articles was made on June 15, 2007. Fourth amendment to these Articles was made on June 23, 2010. Fifth amendment to these Articles was made on June 24, 2011. |
The date of this amendment is newly added. |
| Amended Articles | Current Articles | Description | |
|---|---|---|---|
| Sixth amendment to these Articles was made on June 22, 2012. Seventh amendment to these Articles was made on June 20, 2014. Eighth amendment to these Articles was made on June 24, 2016. Ninth amendment to these Articles was made on June 21, 2019. Tenth amendment to these Articles was made on June 19, 2020. Eleventh amendment to these Articles was made on June 17, 2022. Twelfth amendment to these Articles was made on [-] [-], 2025. |
Sixth amendment to these Articles was made on June 22, 2012. Seventh amendment to these Articles was made on June 20, 2014. Eighth amendment to these Articles was made on June 24, 2016. Ninth amendment to these Articles was made on June 21, 2019. Tenth amendment to these Articles was made on June 19, 2020. Eleventh amendment to these Articles was made on June 17, 2022. |