CTBC Financial Holding Co., Ltd.

The Agenda of 2013 Extraordinary General Meeting

Meeting Time：December 20, 2013

Place：12F, The Grand Ballroom, The Grand Hotel, No.1, Chung Shan N. Rd., Taipei, Taiwan, R.O.C.

Stock No: 2891

Table of Contents

A. Discussions

1. "CTBC Bank Co., Ltd.", subsidiary of CTBC Holding, intends to acquire 98.16% equity

interest in "The Tokyo Star Bank, Ltd." for JPY52 billion (NTD15.6 billion approx.)

2. CTBC Holding intends to acquire 100% equity of "Taiwan Life Insurance Co.,

Ltd." through 100% share swap

3. Propose amendments to “The Articles of Incorporation”

B. Questions and Motions

C. Appendices

Appendix I: The Rules of Procedure for Shareholder Meetings Appendix II: Opinion on the Fairness of Purchase Price by CPA PricewaterhouseCoopers

(PwC) Taiwan

Appendix III: Share Swap Agreement

Appendix IV: Fairness Opinion on Exchange Ratio by CPA, Ernst & Young

Appendix V: Table of Comparison between Amended and Original Provisions to “The

Articles of Incorporation”

Appendix VI： The Articles of Incorporation

Appendix VII：The Shares Held by the Members of the Board of Directors

A. Discussions

Proposal 1："CTBC Bank Co., Ltd.", subsidiary of CTBC Holding, intends to acquire

98.16% equity interest in "The Tokyo Star Bank, Ltd." for JPY52 billion

(NTD15.6 billion approx.)

Explanation： a. CTBC Bank aims to expand overseas business and network through completing its

Northeast Asia footprint which will increase its competitiveness in Asia region. Therefore, the proposal of CTBC Bank to acquire 98.16% stake of The Tokyo Star Bank, Ltd. is proceeded for discussion.

b. Briefing of The Tokyo Star Bank, Ltd. (a) Based in Japan, The Tokyo Star Bank, Ltd. has 31 branches and 1,256 employees. (b) As of Q1 FY2013 (June 30, 2013), the total assets and shareholders’ equity of The

Tokyo Star Bank, Ltd. was JPY2,490 billion (NTD747 billion approx.) and JPY99.7 billion (NTD29.9 billion approx.) , respectively.

(c) The net profit of FY2012 (April 1, 2012 – March 31, 2013) and Q1 FY2013 (April 1, 2013 – June 30, 2013) of The Tokyo Star Bank, Ltd. was JPY4.5 billion (NTD1.35 billion approx.) and JPY8.4 billion (NTD2.53 billion approx.), respectively. Note: The exchange rate of JPY to NTD is based on 1 to 0.3.

c. The Benefits of Proposal (a) Business expansion to increase shareholders’ equity and market share. (b) Provide cross-border financing and promote Taiwan-Japan bilateral trade and

cross-selling synergy (c) Expand coverage network to provide customers with diversified products and

services. d. Transaction Information of Proposal

(a) CTBC Bank will be the acquirer. (b) The acquiree is The Tokyo Star Bank, Ltd. whose original shareholders are Shining

Star Godo Kaisha and Allied Holdings Godo Kaisha each with 49.08% stakeholding and combined stakeholding of 98.16%.

(c) Upon the approval of The Extraordinary Shareholders’ Meeting, CTBC Holding will submit application for regulatory approvals in Taiwan and Japan. Once the approvals are granted and both parties have met the terms agreed by both parties, the said transaction is set to settle.

e. The Assessment and Opinion of CPA

CTBC Bank, had authorized Lily Wong, CPA of PricewaterhouseCoopers (PwC) Taiwan to assess and provide professional opinion for this proposal based on Article 10 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies. Upon auditing all information of this proposal, CPA Lily Wong concluded her opinion as reasonable (Opinion on the Fairness of Purchase Price) on the AppendixⅡ.

f. The proposal was approved by the 42nd meeting of the 4th term Board of Directors.

Resolution:

Proposal 2：CTBC Holding intends to acquire 100% equity of "Taiwan Life

Insurance Co., Ltd." through 100% share swap

Explanation： a. The proposal of Taiwan Life stake acquisition by share swap is based on Financial

Holding Company Act and Enterprise Acquisition Law. Upon share swap, Taiwan Life will be CTBC Holding’s wholly-owned subsidiary. Please refer to AppendixⅢfor Share Swap Agreement.

b. The swap ratio (the “Swap Ratio”) for common shares is one share of Taiwan Life to 1.44 shares of the Company calculated on the total number of issued shares on September 2, 2013 by both parties. The swap ratio for preferred shares is one to one that the Company will issue 58,000,000 preferred shares with face value of NTD10 to exchange for preferred shares of Taiwan Life with the issue price per share of NTD35 and annual dividend rate of 3.5%. We authorized Ernst & Young to provide Fairness Opinion on the Exchange Ratio. Please refer to Appendix Ⅳ.

c. Adjustment of the Swap Ratio (a) During the period of September 2nd, 2013 to the Swap Record Date, either parties

may proceed with the following according to the terms stipulated in Article 4.1.3 of the Share swap Agreement without convening shareholders’ meeting: 1) increases capital by cash or through capitalization of retained earnings or capital surplus, or issues new shares due to exercise of stock option, conversion right or swap right by right-holders, or issue convertible corporate bonds, corporate bonds with warrants, preferred shares with warrants, stock warrants or any other equity securities, or 2) reduce capital, buy back treasury shares, or acquire its own shares pursuant to laws or regulations. The First Unsecured Subordinated Mandatory Convertible Bond of Taiwan Life issued in 2009 (“Convertible Bond”) will be required to convert to common shares at maturity. The Convertible Bond will be included in the share conversion calculation as common share before Swap Record Date.

(b) During the period of signing day of Share Swap Agreement to Swap Record Date, should the swap ratio need to be adjusted under the following conditions: 1) any of the following extraordinary event that would impact the shareholders’ equity or stock prices: disposal of material asset, force majeure, major change in technology, material misrepresentation under the Agreement, major lawsuit, major non-compliance of law or regulation, or major deficiency in reserve funds required by law- all of which that would impact the book value difference between the latest audited (reviewed) financial statement prior the Swap Record Date and the financial

statement dated on June 30, 2013 (after excluding the after tax impacts of the unrealized gain or loss of fixed-income products, equity investment, and beneficiary certificates ) exceed 5%, or 2) an adjustment required by the competent authority, or 3) an adjustment necessary for the acquisition of an approval required by the Transaction from the competent authority, both parties agreed to authorize its board of directors to renegotiate swap ratio within 10 business days or a period otherwise agreed by the Parties. If the expected adjustment between the adjusted Swap Ratio and the original Swap Ratio of 1.44 is less than 10%, the parties shall not be required to convene another shareholder’s meeting

d. Other Important Share Swap Agreement Details (a) Types and Amount of New Issues:

The Company expects to issue 1,350,559,278 common shares and 58,000,000 preferred shares with NTD10 face value to convert all shares of Taiwan Life. However, the number of new issues will base on the final swap ratio. Those odd lots that are insufficient for a share swap will be purchased by persons arranged by the chairman or any other person authorized by the Board and be paid by cash. The purchasing price is the closing price (the “Market Price”) of last trading day prior the Swap Record Date and will be rounded down to the single digit (rounding to the nearest one). The total amount paid to each shareholder of Taiwan Life will be rounded down to the single digit (rounding to the nearest one).

(b) Director of Board All directors of board of Taiwan Life will be dismissed by law on the Swap Record Date. The Company will assign new directors of board (including independent directors) and will negotiate with those (including independent directors) the Company wishes to retain.

e. The Swap Record Date is tentatively scheduled for March 31st, 2013 and the actual date will be confirmed by both Boards of Directors upon approval by the competent authorities.

f. The proposal was approved in the 42nd Board of Director’s Meeting of the 4th term and the Share Swap Agreement was signed thereafter by authorized personnel, CTBC Holding President.

g. The Board of Directors is authorized by the shareholders to change the terms to the Share Swap Agreement when necessary and handle any related matter to this proposal as required by law, ordered by competent authority, or when necessary.

Resolution:

Proposal 3：Propose amendments to “The Article of Incorporation”

Explanation：

a. Major amendments are as follows：

(a) Article 6-4：

As part of the share swap, The Company will issue Class A Preferred Shares to convert

Class A Preferred Shares of Taiwan Life. Per Company Act, Article 6-4 is added to

The Articles of Incorporation to define the rights and obligations of preferred shares.

(b) Article 19：

The composition of the board of directors is reduced from nine to thirteen to seven to

eleven members to meet our business needs.

(c) Article 32：

To add the date and version of this revision.

b. The comparison table for the amended and original provisions to “The Article of

Incorporation” is attached hereto in Appendix V.

c. The Proposal was approved in the 42nd and 43rd Meeting of the 4th Term Board of

Directors.

Resolutions：

B. Questions and Motions

CTBC Financial Holding Co., Ltd. The Rules of Procedure for Shareholder Meetings

Last amendment approved by the general

shareholder meeting of June 21, 2013

Article01. The Guideline to the Shareholder Meetings (the Guideline) is established by Chinatrust Financial Holding Company (CFHC or the Company) in accordance with Article 5 of the Corporate Governance Best-Practice Principles for TSE/GTSM Listed Companies. The Guideline is for purposes of establishing good governance, strengthening supervisory functions and administration system of the shareholder meetings.

Article02. The shareholder meetings of the Company shall be convened and proceed in

accordance with the Guideline and the related laws and regulations published by the regulators as well as the Articles of Incorporation of the Company.

Article03. The shareholder meetings of the Company shall be convened by the Board of

Directors, unless laws and regulations stipulate otherwise. The following documents shall be provided 30days prior to a general meeting or

15days prior to a special meeting by an electronic file via the Market Observation Post System (MOPS): Notice of the meeting; Proxy form; Agenda (items for acknowledgment, approval, election and dismissal of directors) and remarks; The completed agenda shall be provided 21days prior to a general meeting or 15days prior to a special meeting by an electronic file via MOPS; The completed agenda in hard copy shall be provided and made available (displays at the Company and the stock agent) 15days prior to the meeting and distributes to shareholders at the meeting venue on the day of meeting. The Notice of meeting shall specify the items of the meeting. The Notice may be delivered via electronic media upon agreement by the specific shareholder(s). The following reasons (items of meeting) should be specified in the Notice of the meeting and may not be proposed by an extempore motion: Election or dismissal of directors, supervisors; Amendment to the Articles of Incorporation; Dissolution, merger, or split of the Company, or matter(s) of the provisions in the first paragraph of Article 185 of the Company Law, or provisions in the Article 26-1, or Article 43-6 of the Securities And Exchange Act.

Shareholder(s) who holds 1% or more of the total issued shares of the Company

Appendix I

may propose in writing one item (Only one item and additional item will not be accepted) of proposal to be included in the agenda of a shareholders meeting. The Board of Directors of the Company may reject the item(s) of proposal based on the provisions in the fourth paragraph of Article 172 -1 of the Company Law.

The Company shall publicly disclose the period (prior to the suspension of

transfer of shares) and location for submission of item(s) of proposal by the shareholders. The period of submission shall not be less than 10days.

Contend of each item of proposal by shareholder(s) may not exceed 300

Chinese characters or shall not be accepted. The proposer of the accepted item of proposal shall attend the meeting personally or by a proxy and participate in the discussion.

The Company shall incorporate the accepted item(s) of proposal into the agenda

and Notice of the meeting. The Company shall notify the proposer(s) the acceptance or rejection to their proposal(s) prior to the meeting date and shall give explanation to the rejection(s) at the meeting.

Article04. A shareholder may designate a proxy to attend the shareholders meeting on

his/her behalf by signing and specifying the scope of authority in the proxy form prepared by the Company.

Each shareholder may issue one (and only one) proxy form to designate one

(and only one) proxy. The proxy form should be delivered to the Company 5days prior to the meeting date. In case of multiple proxies from the same shareholder, the first one received by the Company shall be the valid one unless the one is withdrawn in writing by the shareholder.

The shareholder(s), who wishes to attend the meeting in person or exercise the

voting right in writing or electronic media after his/her proxy form is received by the Company, shall give notice of withdrawal of the proxy in writing to the Company at least 2days prior to the meeting. Otherwise, the proxy remains valid.

Article05. The venue of the shareholder meetings shall be at the location of the Company or a proper place that is convenient for shareholders to attend. The meeting

shall commence no earlier than 9:00AM and no later than 3:00PM on the meeting date. The Company shall consult with the independent directors for the venue, date and time of the shareholder meetings.

Article06. The Company shall state the time of registration, location of meeting and other

matters to be aware of in the shareholder meeting notice.

The registration time of the aforementioned section should start no less than 30 minutes before the start of the shareholders meeting. At the registration site, there shall be clear instructions and sufficient capable personnel to conduct the registration. The shareholder or his/her proxy shall present his/her attendance ID, signed attendance card or other pre-approved attendance documentation to attend the meeting. Those to attend the meeting as requesters shall also present their identification paper for verification. The Company shall prepare an attendance book for the shareholder who attends the meeting to sign in for record. The shareholder who attends the meeting in person may turn in his/her signed attendance card instead of signing in the attendance book. The company shall deliver to each shareholder the agenda, annual report, attendance ID, speaking request form, ballots, other meeting materials and, where applicable, the ballots for election of directors and/or supervisors. A government agency shareholder or an institutional shareholder may be represented at the shareholders’ meeting by one or more proxies. An institution acting as the proxy for a shareholder may appoint one and only one representative to act on behalf of the principal of the proxy at the meeting.

Article07. Where the shareholders meeting is convened by the Board of Directors, the

meeting shall be presided by the chairman of the Board of Directors. If the chairman is for whatever reason unable to carry out his/her functions at the meeting, the vice chairman shall act in his/her stand. If the Company has no vice chairman or the vice chairman is for whatever reason unable to carry out the function at the meeting either, the chairman shall appoint a standing director

to act in his/her stand at the meeting. If the Company has no standing director, the chairman shall appoint a director to act in his/her stand. If above are not applicable, the directors shall elect one from among themselves to preside the meeting.

The aforementioned chairman shall be represented by a standing director or a director who has served for at least 6 months on the job and understand the company’s financial status. If the chairman is a representative of an institutional director, the same as the above requirements is needed. A shareholders meeting convened by the Board of Directors shall advisably be attended by the majority of directors. Where the shareholders meeting is convened by any person legally authorized to do so other than the Board of Directors, the meeting shall be presided by the convener. Where there are two or more conveners, they shall elect one from among themselves to preside the meeting. The Company may appoint legal counsel(s), certified public accountant(s) and/or the relevant personnel to attend the shareholders’ meeting without the right to vote.

Article08. The Company shall video-tape and tape-record the entire proceedings of the

shareholders registration, shareholder’s meeting and vote counting process continually.

The aforementioned audio and video recordings shall be kept for at least one year or up through the conclusion of the shareholder action (if any) initiated under Article 189 of the Company Act.

Article09. The quorum of the shareholder meetings shall be determined based on the total

amount of shares represented at the meeting, which shall be counted according to the signed attendance book or received attendance cards and the voting in writing form or in electronic media.

The chairperson shall call the meeting to order as scheduled. However, if the

total number of shares represented at the meeting counts for less than the

majority of the total issued shares, the chairperson may announce to postpone the meeting for a maximum of two times with a total duration of no more than one hour. If there is no quorum after the above-mentioned postponement(s), the chairperson shall announce to abort the meeting.

If there is no quorum after the above-mentioned postponement(s) but the

number of shares represented at the meeting exceeds one third of the total issued shares of the Company, temporary resolutions may be adopted in accordance with the first paragraph of Article 175 of the Company Law. In which case, the temporary resolutions shall be disclosed to all shareholders and a shareholders meeting shall be reconvened within one month.

If, before the meeting ends, the total shares represented at the meeting count for

50% or more of the total issued shares of the Company, the chairperson may submit the temporary resolutions to the meeting for voting pursuant to Article 174 of the Company Law.

Article10. Where a shareholders meeting is convened by the Board of Directors, the

agenda shall be determined by the Board of Directors and the meeting shall proceed according to the agenda except otherwise changed by the resolution adopted by the meeting.

Where a shareholders meeting is convened by a legally authorized person other

than the Board of Director, the preceding paragraph applies. The chairperson shall not announce to adjourn the meeting before the agenda,

provided in the two preceding paragraphs (including extempore motions), are duly completed, unless the resolution to adjourn is adopted by the shareholders meeting. In the event the chairperson announces to adjourn the meeting in contravention to the above-mentioned rule, the other attending members of the Board of Directors shall promptly assist the attending shareholders at the meeting to elect, by a majority vote, one from among the attending directors to preside and continue the meeting.

The chairperson shall allow sufficient time for explanation and discussion for

each item in the agenda and each amendment or extempore motion proposed by the shareholders. The chairperson may announce to conclude the discussion as

he/she sees fit and submit the proposals to vote for resolution. Article11. Shareholders, wishing to make a motion at the meeting, shall fill out a motion

form providing a brief explanation, shareholder number or attendance certificate number, and the name in advance. The chairperson will assign an order for the motions to be presented in person at the meeting.

The motion forms shall be voided if they are not presented in person at the

meeting. If there is discrepancy in content between the motion form and the oral presentation made by the shareholder, the content of the oral presentation shall prevail.

A shareholder may not make more than 2 motions and for more than 5 minutes

each for the same item in the agenda unless approval is granted by the chairperson. The chairperson may stop an oral presentation when the shareholder violets the above-mentioned rules or the presentation is out of the scope of the agenda.

Any other shareholder may not interrupt an oral presentation by the presenting shareholder without the consent from both of the chairperson and the presenting shareholder. The chairperson shall restrain any shareholder from acting in breach of the above.

An institutional shareholder who is represented by two or more representatives

at the meeting shall designate one (and only one) presenter for each item of agenda.

The chairperson may respond, to the motion(s) made by the shareholders, in

person or appoint other relevant person to do so. Article12. The count of a vote is based on the number of shares that cast the vote at the

shareholder meetings. The non-voting outstanding shares shall not be included in the total number of

outstanding shares for the purpose of voting for resolution at the shareholder meetings.

A shareholder shall abstain from and shall not be a proxy of other(s) for a voting

on certain item(s) of an agenda that he or she has a conflict of interests against the Company at a shareholders meeting.

The above-mentioned abstained shares shall be excluded from the calculation of

total voting shares at the meeting. A person who is proxy of 2 or more shareholders shall cast a vote with a

maximum of 3% of the total number of voting shares and the excessive voting shares, if any, shall be invalid. The restriction does not apply to trust businesses or regulator-approved-stock agencies.

Article13. The shareholder will have one vote for each share held except where there is

limitation on the voting right or the voting right is denied by operation of the second paragraph of Article 179 of the Company Act.

Except as otherwise provided by the Company Act or the Articles of Incorporation of the Company, the resolution of a shareholders meeting shall be adopted by the majority vote represented at the meeting. For the purpose of voting, the chairperson shall announce the total number of votes represented and current present at the meeting or appoint personnel to do so each time before calling for voting on a proposal. Upon voting for resolution on a proposal, if no opposition is expressed by any of the shareholders present at the meeting in response to the chairperson’s invitation for opinion on that proposal, the resolution shall be deemed adopted unanimously and operate as one adopted by voting. In case an opposition is expressed, the proposal shall be voted in accordance with the preceding paragraph. Where there is revision or substitute proposal on the same proposal, the chairperson shall combine them with that proposal for the purpose of determining their order of voting. If one of the proposals is adopted, the other proposals shall be deemed vetoed and no voting on them will be necessary.

The chairperson shall appoint vote supervisor and vote counter during the voting and the vote supervisor shall also be a shareholder. The vote counting process on resolution and the vote counting process of elections shall be conducted in a

public form at meeting site. At the end of the vote count, the outcome should be publicly announced right away, including the total shares voted, and to be recorded accordingly.

Article14. The election of a director and/or supervisor shall be in accordance with the

relevant bylaw of the Company and the result of the election shall be announced on site, including the list of elected directors and the votes received.

The ballots of the election provided in the preceding paragraph shall be sealed and signed by the personnel supervising the voting and properly kept for at least one year or up through the conclusion of the shareholder action (if any) initiated under Article 189 of the Company Act.

Article15. The meeting minutes of the shareholder meetings shall be signed or stamped by the chairperson and a copy of the minutes shall be distributed , by mail or electronic media, to the shareholders within twenty (20) days after the meeting.

The above-mentioned distribution of meeting minutes may also be done via posting at the MOPS.

The meeting minutes shall record the year, date, the venue, the name of the

chairperson, the method of the resolutions, the discussion in brief and the result of the meeting and be kept during the life of the Company. The methods of the resolution include a unanimously approval by the attending shareholders and a voting when there is objection from the attending shareholders. The minutes shall be recorded as “the item is unanimously approved by the shareholders after inquiry made by the chairperson at the meeting” when there is no objection from the attending shareholders. The minutes shall indicate the resolution is passed by a voting and the result of the vote in % of the voting for (over the total voting shares).

Article16. The Company shall post, in a regulated form, the number of shares represented

by proxies and attended by representative at the meeting in the meeting venue. The Company shall post the resolutions that are classified as material

information, based on the governing laws and regulations published by the TWSE, via the MOPS within the regulated deadline.

Article17. The working staff of the shareholder meetings shall wear an ID tag or badge. The chairperson may instruct the stewards or security guards to maintain order

of the meeting. The stewards and security guards at the meeting shall wear a badge or ID tag for identification.

The shareholder making oral presentation at the meeting shall use the equipment provided by the Company, or the chairperson may stop the presentation.

The attending shareholder(s), violating the Guideline and ignoring chairperson’s

request for discipline, hinders the proceeding of the meeting may be asked to leave by the chairperson. The chairperson may direct steward(s) or security guard(s) at the meeting to escort such shareholder(s) out of the meeting venue.

Article18. The chairperson may call the meeting to break during the meeting as needed.

The chairperson may suspend the meeting when a force majeure occurs and announce an appropriate time to reconvene the meeting.

The shareholders meeting may resolve to move the meeting to other venue to

continue when availability of the meeting venue is expired and the meeting is not completed (there is item including extempore motions remain unresolved). The shareholders meeting may resolve a meeting to be postponed or to be resumed within 5days from the original meeting in accordance with the Article 182 of the Company Law.

Article19. The Guideline becomes effective after approval by the shareholders meeting and

any subsequent amendment requires the same approval.

Appendix II: Opinion on the Fairness of Purchase Price by CPA PricewaterhouseCoopers

(PwC) Taiwan

資誠聯合會計師事務所 PricewaterhouseCoopers, Taiwan

11012 台北市基隆路一段 333 號 27 樓 / 27F, 333 Keelung Rd., Sec. 1, Taipei, Taiwan 11012

T: +886 (2) 2729 6666, F:+ 886 (2) 2757 6371, www.pwc.com/tw

This document is provided solely for the purposeset out in our engagement letter with CTBC Bank.In the event of inconsistency or contradiction ininterpretation or translation between the Chineseand English versions, the Chinese version willgovern and prevail.

English Translation of the Opinion on the Fairness of Purchase Price

Strictly Private and ConfidentialPwC No: 13003498

October 30, 2013

To: CTBC Bank Co., Ltd.

Subject: CTBC Bank Co., Ltd. (“CTBC Bank”) is contemplating to acquire 98.16 percent

stake of The Tokyo Star Bank, Ltd. in Japan through a cash offer (the

“Transaction”). PwC has carried out review procedures deemed necessary to

comment on the fairness of the purchase price of the Transaction in accordance

with Article 22 of “Regulations Governing the Acquisition and Disposal of Assets

by Public Companies”.

1. Transaction Background

CTBC Bank was established in 1966, mainly offering wealth management, retail banking,

institutional banking, electronic banking, trust and investment services. In 2002, CTBC

Bank became a wholly owned subsidiary of CTBC Financial Holding Co., Ltd. through a

share swap. The Tokyo Star Bank, Ltd. (“TSB” or “Target”) is a Japanese bank established

in 2001. Headquartered in Tokyo with 31 operation sites, TSB mainly provides deposit

and lending services. In line with CTBC Group’s business strategy and to expand

overseas business, CTBC Bank is contemplating to acquire 98.16 percent stake of TSB

from the existing shareholders.

2. Purchase Price

For the Transaction, CTBC Bank conducted valuation assessment of TSB’s equity value as

of June 30, 2013 (“Valuation Date”). CTBC Bank is contemplating to offer a purchase

price of JPY 52 billion (￥52,000,000,000) after assessing the valuation results and other

relevant factors.

3. We performed the review on the valuation based on transaction related materials

provided (including the Financial and Tax Due Diligence Report and the Valuation

Report supplied by the external financial advisor (the “Consultant”)) to form the basis of

our view of the reasonableness of the transaction price. We have summarized our

comments as follows:

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(1) Valuation Methodology

The generally accepted valuation approaches include Net Assets Approach, Market

Approach and Income Approach. The Net Asset Approach indicates the fair market

value of the ordinary shares of a business by adjusting the asset and liability

balances on the business enterprise’s balance sheet to their fair market value

equivalents; the Market Approach, including Market Comparables method and

Market Transaction method, indicates the market value of the ordinary shares of the

business enterprise based on a comparison of the business enterprise to comparable

firms in similar lines of business that are publicly traded or which are part of similar

public or private transactions; the Income Approach indicates the value of a business

enterprise based on the present value of the cash flows that the business can be

expected to generate in the future, per its future operation prospects and business

plan, and such cash flows are discounted at an appropriate discount rate that reflects

risks and required return associated with the cash flows.

The Consultant conducted valuation analysis on the Target’s equity value by

adopting Income Approach (Dividend Discounted model). Upon considering the

Target’s business attributes and the limitations of valuation approaches, PwC also

adopted Market Approach (Market Comparables method) to conduct an

independent valuation analysis. In addition, we took into account the results of

Financial and Tax Due Diligence Report to review and analyze the estimated range of

the Target’s equity value.

(2) Primary Assumptions and Valuation Result

i. Income Approach - Dividend Discounted model

Based on the Consultant’s Valuation Report provided by CTBC Bank, the primary

methodology adopted was Dividend Discounted model. The methodology is in

line with common practice as well as the Valuation Standards issued by

Accounting Research and Development Foundation, Taiwan.

The primary assumptions used in the equity valuation report were mainly

sourced from the information provided by the Target as well as publicly available

information. Key financial projections, including loan growth rate, deposit growth

rate, loan deposit ratio, net interest margin, loan loss provision ratio, net fee

income ratio and operating expense ratio, were based on TSB’s mid-term and

long term business plans and taking into account CTBC Bank’s future business

plan. The estimated loan loss provision ratio (loan loss provision/total loan) also

included the potential future credit cost evaluated by CTBC Bank. According to

the Financial and Tax Due Diligence results as of the Valuation Date, Target’s

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future potential credit cost, which is based on evaluating the key loan product

type, internal and external credit ratings, historical delinquency information,

historical recovery rate and other relevant information, is less than the estimated

credit cost used in the Consultant’s Valuation Report. Therefore, the assumption

of credit cost adopted by the Consultant in their valuation report does not appear

to be unreasonable.

Dividend payout ratio was determined by referring to the average Tier I capital

ratio of Japanese banks and the Target’s related capital planning. Perpetual

growth rate was based on forecast GDP growth rate in Japan, and CTBC Bank’s

internal required return ratio was applied as the discount rate.

After reviewing the above primary assumptions of Dividend Discounted model,

we identified no major unreasonableness. According to the Consultant’s valuation

report, the estimated value of 98.16 percent stake of TSB ranged between JPY

80.1 billion and JPY 87.3 billion.

ii. Market Approach – Market Comparables method

Listed regional banks in Japan were selected as comparable companies and price

to book value ratio (P/B) was used as the primary valuation multiple considering

industry attributes. Comparable public companies excluded the listed regional

banks with substantial different operating scale (in terms of total assets) and the

banks with valuation multiple outliers. In addition, we applied control premium

and lack of market liquidity discount adjustments to arrive at the estimated P/B

multiple range of 0.47x to 0.62x for the Target as of the Valuation Date.

The proposed purchase price of JPY 52 billion resulting in an implied P/B ratio of

0.53x is considered as reasonable as the implied P/B ratio lies in the valuation

multiple range derived from the above Market Approach.

4. Overall Conclusion

We have performed necessary review procedures on the valuation methodologies,

primary assumptions, valuation results and other key factors applied in evaluating the

Target’s fair value, and conducted analysis on possible risks that could potentially impact

on the Transaction price. Based on the above review and analysis, the proposed purchase

price of JPY 52 billion is regarded as reasonable.

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5. Limitation and Disclaimers

(1) This Opinion was prepared solely for the internal use of CTBC Bank, and as a filing

attachment to government authority. This Opinion is not to be used for any other

purposes and must not be released to any other third parties without our written

consent which is at our sole discretion. This Opinion related only to the comments

specified above and does not extend to any financial statements of the Target as a

whole.

(2) We have independently reviewed the reasonableness of the valuation methodologies,

primary assumptions, limitations and valuation results of the purchase price. We

have not participated in the design of the transaction structure and planning. This

Opinion is based on information prepared with Valuation Date as of June 30, 2013.

Therefore our review did not take any other subsequent events into consideration.

Hence, should there be any changes of the actual transaction terms that are

inconsistent with the description aforementioned, the conclusion of this Opinion

may vary, and we will not update this Opinion unless we are engaged to perform the

re-evaluation.

(3) The evaluation of the purchase price was based on the ensuing information: the

Financial Reports up to Valuation Date, Audited Financial Statements and other

relevant documents provided by CBTC Bank. We have relied on this information and

have not performed procedures to independently verify the existence, completeness

and correctness of the information. In addition, we are not performing an audit in

accordance with Generally Accepted Auditing Standards (Taiwan), therefore we are

not expressing an opinion on whether the Transaction as a whole is fairly presented.

Should any other procedures been performed, we may be able to identify areas for

your attention.

PricewaterhouseCoopers

Lily Wong- Engagement Partner

Date: October 30, 2013

Share Swap Agreement (English Translation)

This share swap agreement (the “Agreement”) is entered into by and between CTBC Financial Holding Co., Ltd. (“CTBC”) and Taiwan Life Insurance Co. Ltd (“Taiwan Life”) on October 31, 2013. WHEREAS, for the purpose of achieving operation synergy and enhance competitiveness, the parties intend to make Taiwan Life a wholly-owned subsidiary of CTBC by way of a share swap transaction (the “Transaction”). THEREFORE, the parties hereby enter into the Agreement and agree as follows: Article 1 Method of Share Swap The parties agree to a share swap transaction in accordance with Financial Holding Company Act, Business Mergers and Acquisitions Act and other laws and regulations, whereby CTBC will issue common shares to the common shareholders of Taiwan Life and issue preferred shares to the preferred shareholders of Taiwan Life, at the same terms and conditions of Taiwan Life’s outstanding preferred shares,. The common and preferred shares issued by CTBC will be used to exchange for all of Taiwan Life’s issued shares. Taiwan Life will become a wholly-owned subsidiary of CTBC after completion of the Transaction. If, within 30 days after execution of the Agreement, the parties receive from the competent authority a letter confirming that it is not required for Taiwan Life’s existing preferred shares to be exchanged along with the common shares, the terms hereunder involving preferred shares shall be adjusted accordingly.

Article 2 Total Number, Types and Size of Shares Issued Prior to Share Swap 2.1 The registered capital of CTBC is NT$150,000,000,000, divided into 15,000,000,000

shares, each with a par value of NT$10. As of September 2, 2013, the paid-in capital is NT$147,129,559,990, divided into 14,712,955,999 shares (without treasury share) each with a par value of NT$10. No other equity securities of CTBC are issued and outstanding, other than the aforementioned common shares.

2.2 As of September 2, 2013, the registered capital of Taiwan Life is NT$12,000,000,000,

and the paid-in capital is NT$9,958,883,880, divided into 937,888,388 common shares and 58,000,000 preferred shares, each with a par value of NT$10; Taiwan Life has issued unsecured, subordinated and compulsory convertible corporate bond in 2009 (the “CBs”), and NT$585,000,000 CBs remain outstanding, and the number of shares to be issued upon conversion shall be adjusted according to the “Terms and Conditions for Issuance and Conversion of the CBs.” No other equity securities of Taiwan Life are issued and outstanding, other than the aforementioned CBs, and Taiwan Life does not hold any treasury share.

Appendix Ⅲ

2.3 Under the Transaction, the shares to be transferred from shareholders of Taiwan Life to CTBC shall be Taiwan Life’s common and preferred shares in issue as of the Swap Record Date (as defined in Article 5.2). As of September 2, 2013, Taiwan Life has issued 937,888,388 common shares and 58,000,000 preferred shares.

Article 3 Swap Ratio and Amendment of Articles of Incorporation

3.1 The parties agree that based on the number of shares issued by both parties as of September 2, 2013, CTBC shall swap 1.44 common shares of CTBC for 1 common share of Taiwan Life (the “Swap Ratio”). Unless otherwise provided in Article 1 of the Agreement, Taiwan Life’s preferred shares shall be exchanged into the preferred shares to be issued by CTBC on the same terms and conditions at the ratio of 1:1.

3.2 For the fraction of less than one share resulting from the share swap using the Swap

Ratio held by shareholders of Taiwan Life, CTBC shall pay the value of fractional share in cash to shareholders of Taiwan Life holding such fractional share; the value of the fractional share shall be calculated proportionally in accordance with the closing price of CTBC’s shares on the trading day immediately prior to the Swap Record Date (the “Market Price”), rounded down to the nearest dollar (value of less than a dollar is truncated). In addition, CTBC may authorize Chairman of CTBC or any designated person to contact any given person(s) for purchase of the aforementioned fractional shares at the Market Price. As for any distribution of cash arising from the share swap, the amount distributed shall be proportionate to the number of shares held by the shareholder on the Swap Record Date, and shall be rounded down to the nearest dollar (value of less than a dollar is truncated).

3.3 Based on the Swap Ratio as set forth in Article 3.1, it is estimated that the number of

common and preferred shares to be issued by CTBC would be 1,350,559,278 common shares and 58,000,000 preferred shares, respectively, each with a par value of NT$10. The estimated capital of the new common shares to be issued would be NT$13,505,592,780, and the estimated capital of the new preferred shares to be issued would be NT$580,000,000. The exact number of new shares to be issued shall be based on the Swap Ratio and the number of shares of Taiwan Life issued and outstanding as of the Swap Record Date. If the Swap Ratio is adjusted pursuant to the Agreement, the adjusted ratio shall be used. The rights and obligations of the common shares to be issued by CTBC shall be same as the rights and obligations of the common share of CTBC currently listed for trading.

3.4 If amendment of the Articles of Incorporation of a party is required prior to the Swap

Record Date, the party requiring amendment shall negotiate with the other party, and only amend its Articles of Incorporation after the parties have confirmed that such amendment would not affect the Transaction and the rights and interests of the shareholders of the parties. However, the foregoing restriction shall not apply in the circumstance where the amendment is to comply with Article 3.3 of the Agreement with respect to CTBC’s amendment to its capital, number of shares and the terms of the preferred shares, which will be presented to the shareholders’ meeting along with the Transaction for approval.

Article 4 Adjustment of the Swap Ratio 4.1 The parties agree that the Swap Ratio agreed in the Agreement shall not be changed

arbitrarily. If any of the circumstances set forth in Article 4.1.1 or 4.1.2 arises during the period from September 2, 2013 through the Swap Record Date (as defined in Article 5.2), the parties agree that the Swap Ratio should be adjusted according to the formula provided in Article 4.1.3 without having to convene a shareholders’ meeting:

4.1.1 either party increases capital by cash or through capitalization of retained earnings

or capital reserve, or issues new shares due to exercise of stock option, conversion right or swap right by right-holders, or issues convertible corporate bonds, corporate bonds with warrants, preferred shares with warrants, stock warrants or any other equity securities;

4.1.2 either party reduces capital, buys back treasury shares or acquires its own shares

pursuant to laws or regulation, but excluding the situation where a party purchases shares from a shareholder who has already expressed his/her/its objection to the Transaction pursuant to laws or regulations;

4.1.3 The Swap Ratio should be adjusted based on the Swap Ratio provided in Article 3.1

times the Adjustment Factors (rounded down to the fourth decimal place):

Adjustment Factors = [(SA + NSA - TSA) / SA] / [(SB + NSB - TSB) / SB]

SA : Number of outstanding common shares of CTBC as of September 2,

2013.

NSA : Number of common shares of CTBC increased as a result of Article 4.1.1.

TSA : Number of common shares of CTBC reduced as a result of Article

4.1.2. SB : Number of outstanding common shares of Taiwan Life as of

September 2, 2013.

NSB : Number of common shares of Taiwan Life increased as a result of Article 4.1.1 (for avoidance of doubt, all the outstanding CBs shall be deemed converted prior to the Swap Record Date and the number of the deemed converted shares shall be included into NSB).

TSB : Number of shares of Taiwan Life reduced as a result of Article 4.1.2.

4.2 The parties agree that if any of the following events occurs during the period from the

execution date of the Agreement through the Swap Record Date (as defined in Article 5.2), the board of directors of the parties shall be authorized respectively to negotiate

the adjustment of the Swap Ratio in good faith within ten (10) business days or a period otherwise agreed by the parties. If the expected adjustment between the adjusted Swap Ratio and the Swap Ratio provided in Article 3.1 is less than 10%, the parties shall not be required to convene another shareholders’ meeting: 4.2.1 An event that would affect the company's finance or business, such as disposal

of material asset; 4.2.2 An event that would affect shareholder equity or share price, such as major

disaster, major change in technology, material misrepresentations under the Agreement, major lawsuit, major non-compliance of laws or regulations or material deficiency in reserve funds required by laws or regulations; or

4.2.3 An adjustment required by the competent authority or an adjustment necessary

for the acquisition of an approval required by the Transaction from the competent authority.

4.2 The term “material”, “major”, or “adversely and materially” referred to in Articles 4.2,

6.1.5 and 8.3 shall mean the circumstance where the net worth shown in the most recent audited or reviewed financial report prior to the Swap Record Date (including annual report, semi-annual report or quarterly report, collectively referred to as the “Comparative Financial Report”), after excluding the after-tax impacts of the unrealized profit/losses of fixed-income products and shares and beneficiary certificates during the period between the audited consolidated financial report as of June 30, 2013 (the “2013 Semi-Annual Report”) and the Comparative Financial Report, is less than the net worth shown in 2013 Semi-Annual Report by 5% or more. The aforementioned fix-income products refer to products such as government bonds, financial bonds, corporate bonds, foreign bonds and structured deposits.

Article 5 Schedule of Share Swap 5.1 For the purpose of resolving the Transaction, the parties plan to convene their

respective shareholders’ meetings on December 20, 2013 or a date otherwise decided by the parties’ boards of directors. The Transaction and Agreement shall be submitted to the parties’ shareholders’ meetings for approval.

5.2 If all of the conditions precedent set forth in Article 8 have already been satisfied, the

board of directors of the parties shall discuss and determine the date for completion of the Transaction (the “Swap Record Date”) within ten (10) business days after receipt of all Government Approvals (as defined in Article 8.2) required by the Transaction. If the parties’ boards of directors fail to jointly determine the Swap Record Date within the foregoing time period, the Swap Record Date shall be the 30th business day after receipt of all Government Approvals required by the Transaction; if that day is Saturday, Sunday or a holiday announced by the Central Personnel Administration of Executive Yuan, the Swap Record Date shall be the business day immediately subsequent to such holiday. The Swap Record Date is tentatively set as March 31, 2014.

5.3 Taiwan Life shall be delisted after completion of the Transaction pursuant to laws and

regulations. Taiwan Life shall be delisted on the Swap Record Date if such delisting is permissible under the relevant laws and regulations and granted by the Financial Supervisory Commission (the “FSC”) and Taiwan Stock Exchange Corporation (“TWSE”).

Article 6 Representations and Warranties 6.1 Either party represents and warrants to the other party that the followings are true and

accurate: 6.1.1 Due Incorporation and Existence: The party is duly organized and validly existing

under the laws of the Republic of China, and has all requisite capacity and authority to operate its business. The party and its subsidiaries have obtained all the licenses, approvals and permissions necessary for the operation of their business and for ownership and use of all of the assets currently owned and used by them. The party and its subsidiaries have not passed any resolution for dissolution, nor have them been liquidated. No application of bankruptcy, settlement or reorganization has been filed by the party or its subsidiaries or a third party, nor has a Court ruled, ordered or approved dissolution, settlement, reorganization or bankruptcy of the party or its subsidiaries pursuant to the laws or regulations. The competent authority has not ordered suspension of business, resolution, nullification of registration or revocation of business license against the party or its subsidiaries.

6.1.2 Legality and Validity of the Agreement: (1) The execution and performance of the

Agreement are not in violation of (i) the laws and regulations of Republic of China; (ii) judgment, order or administrative decision of the court or competent authority; (iii) Articles of Incorporation, resolution of the board of directors meeting or shareholders’ meeting; or (iv) any binding agreement, promise and obligation to which the party is subject; and (2) the execution of the Agreement is fully and validly authorized, and the terms of the Agreement shall constitute legal, valid, binding and enforceable obligations of the party.

6.1.3 Approval and License: Other than the approvals by the board of directors and

shareholders’ meeting and the approvals or licenses set forth in Article 8.2, the party does not need any authorization, approval, license or permission for the execution and performance of the Agreement.

6.1.4 Financial Reports and Financial Information: The financial reports provided to the

other party are prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Financial Holding Companies” or “Regulations Governing the Preparation of Financial Reports by Insurance Companies.” The financial reports fairly represent the financial and operational status of the party (including its subsidiaries) in the time period covered by the reports. There has not been any omission or misleading information.

6.1.5 Other than those shown in the 2013 Semi-Annual Report or disclosed in public announcements pursuant to laws and regulations or disclosed to the other party (referring to the CD-ROM provided on the execution day for the details of disclosure by Taiwan Life), or caused by ordinary course of business, there is no additional liability, obligation, burden and contingent liability which may adversely and materially affect the party’s business, financial status, property, operation or shareholder equity.

6.1.6 The reports prepared or made public in compliance with laws or regulations or

orders from the competent authority or the information or documents disclosed to the other party (referring to the CD-ROM provided on the execution day for the details of disclosure by Taiwan Life) are accurate, true and sufficient, without any omission or misleading information.

6.2 Taiwan Life represents and warrants to CTBC that the followings are true and

accurate: 6.2.1 Taiwan Life has allocated and set aside reserves required by laws accurately and in

full amount in full compliance with the relevant laws and regulations and orders of the competent authority. With respect to the reserves resulting from the mortality gains to offset against the interest loss, Taiwan Life has examined the situation and made up the shortage pursuant to laws and regulations. Other than the foregoing, Taiwan Life does not have any issue in relation to illegal write-off, reversal or offset against reserves, or any disputes in relation to the calculation or allocation of reserves.

6.2.2 With regard to the litigation for alleged claim made by Lehman Brothers Special

Financing Inc. ("LBSF") for violation of the United States Bankruptcy Code alleging that Taiwan Life had invested in certain structured note and had received payments of collateral sales proceeds from the trustee and LBSF demanded return of such payments (“Current U.S. Lawsuit”), Taiwan Life has investigated the allegation and confirmed that Taiwan Life has not made the foregoing investment, nor has Taiwan life received any payment in connection therewith.

6.2.3 To the knowledge of Taiwan Life, as of the execution date of the Agreement, other

than those disclosed to CTBC (referring to the CD-ROM provided on the execution day for the details of disclosure by Taiwan Life), Taiwan Life, its directors, managers and employees are not in violation of the laws or regulations for operation of Taiwan Life; none of them are under inspection or subject to administrative decision of the competent authority, nor have they been notified of any non-compliance or ordered to make improvements or involved in any civil, criminal or tax proceedings.

Article 7 Covenants 7.1 Each party covenants to the other party that during the period from the execution date

of the Agreement through the Swap Record Date, it shall comply with the followings:

7.1.1 not to publicly disclose any information that relates to the Agreement or Transaction

without prior written consent from the other party. If it is compelled by laws or regulations or orders from the competent authority to disclose information, it may disclose the part of information that is required to be disclosed without prior consent from the other party. Notwithstanding the foregoing, it shall use the principle of good faith and exercise its reasonable effort to discuss whether the information to be disclosed is appropriate with the other party prior to disclosure.

7.1.2 fully comply with the laws and regulations, Articles of Incorporation and internal

bylaws, and shall continue to operate and manage its finance and business (including finance and business of its subsidiaries) in consistent with arm-length principles, good faith and duty of care.

7.1.3 promptly notify the other party and provide necessary information if a circumstance

which would cause adjustment to the Swap Ratio as set forth in Article 4 arises. 7.1.4 promptly notify the other party and provide necessary information if it finds any

non-conformity with the representations provided in Article 6 of the Agreement. 7.1.5 for the purpose of facilitating and ensuring a smooth completion of the Transaction,

engage in the required procedures in compliance with laws or regulations, provide assistance to the other party, and handle or eliminate any potential requests or risks that may jeopardize the completion of the Transaction, including but not limited to convening necessary board of directors meeting or shareholders’ meeting in a timely manner, and filing and application with and obtaining approval from the competent authorities pursuant to relevant laws and regulations.

7.2 A party covenants to the other party not to take the following actions during the period

from the execution date of the Agreement through the Swap Record Date unless agreed by the other party in writing:

7.2.1 Adoption of a resolution of dissolution, liquidation, applying for reorganization,

execution of a settlement agreement of bankruptcy procedure or applying for bankruptcy.

7.2.2 Negotiation for and execution of the following contracts with a third party: (i)

entering into, amendment or termination of a contract that leases the whole business to others, delegates the management to others or causes the party to operate jointly with others on a regular basis.; (ii) a contract which assigns the whole or essential part of the business or property to others; or (iii) contract, agreement, promise, letter of intent or memorandum of a transaction having similar effects as (i) or (ii).

7.2.3 Action or omission whereas it can be reasonably expected that such action or

omission would cause the representations and warranties provided in Article 6 to be inaccurate or untrue, or cause the conditions precedent provided in Article 8 to be not satisfied.

7.3 Commencing on the execution date of the Agreement, Taiwan Life shall provide a

notice to CTBC prior to the following conducts, but once the Transaction has been approved by the parties’ shareholders’ meeting, Taiwan Life shall not take the following actions without a prior consent from CTBC:

7.3.1 Adoption of a resolution of capital increase, issuance of new shares, distribution of

dividends or employee bonus, issuance of employee stock warrants, convertible corporate bonds, corporate bonds with warrant, preferred shares with warrant, depositary receipts, stock warrants or other equity securities, excluding the exercise of conversion right by the holder of CBs;

7.3.2 Direct or indirect buy-back by itself or through a third party of shares or equity

securities already issued, or reduction in capital, with the exception of the purchase of shares held by shareholders who have objected to the Transaction pursuant to Article 9;

7.3.3 Negotiation for or execution of a merger, spinoff or acquisition contract (as defined

in the Business Mergers and Acquisitions Act) with a third party, assumption of the whole business or property of others or a long-term investment, joint venture, shareholder agreement or other similar contract or a contract, agreement, promise, letter of intent or memorandum of other similar transactions with a value exceeding NT$100,000,000;

7.3.4 Amendment of the Articles of Incorporation or rules or regulations of the company,

excluding any amendment required by the regulations or the competent authority and amendment due to amendment of laws;

7.3.5 Except for the items within the scope of common operation of business and in

conformance with the company’s existing practice, incurrence of a single liability or expense exceeding NT$20,000,000 (or equivalent foreign currency) or incurrence of liabilities or expenses amounting to NT$20,000,000 (or equivalent foreign currency) or more in a single event;

7.3.6 Execution, termination or adverse modification of (1) a contract of related party

transaction; (2) reinsurance contract; (3) a contract with a term of one year or more with the value or price exceeding NT$5,000,000 (or equivalent foreign currency) and Taiwan Life may not terminate prior to expiration of the term at its will; (4) an investment contract in which the agent is authorized with full discretion, or other outsourcing contract; (5) a single contract with a contract value exceeding NT$20,000,000 (or equivalent foreign currency) or multiple contracts of a single event with a combined value exceeding NT$20,000,000 (or equivalent foreign currency), but excluding contracts executed or renewed during the common course of business and under existing terms and pursuant to the approval process. Except for the insurance contracts executed under the existing underwriting or loan procedure, facility agreement and the employment or mandate contract between employee or managers and Taiwan Life, Taiwan Life shall disclose a list of in-force

contracts and a copy of each of these contracts in the CD-ROM provided to CTBC on the execution day of the Agreement;

7.3.7 Except for the items within the scope of common operation of business and in

conformance with the company’s existing practice, abandonment, renouncement, release, or waiver of a right that is worth more than NT$5,000,000 (or equivalent foreign currency), or failure to claim such right;

7.3.8 Except for the items within the scope of common operation of business and in

conformance with the company’s existing practice, settlement of dispute, lawsuit or issue that involves more than NT$5,000,000 (or equivalent foreign currency), and such settlement has adverse effect on the financial status and business of the Taiwan Life;

7.3.9 Amendment of the agreed remuneration or terms of employment (including change

in rank and position) of employees or managers, but Taiwan Life may perform the annual promotion and salary adjustment pursuant to the existing policy and usual practices, provided that Taiwan Life shall notify CTBC in advance in writing;

7.3.10 Establishment or revision of the welfare plan of employees or managers,

amendment of the business policy or contract of business promotion personnel; 7.3.11 Employment of a new employee whose rank is section (division) chief or above, or

any employment that is not for filling an existing vacancy; 7.3.12 Except for the items within the scope of common operation of business and in

conformance with the company’s existing practice, a single acquisition or disposal of assets with a book value exceeding NT$50,000,000 (or equivalent foreign currency), or multiple transactions of a single subject matter with a combined transaction value exceeding NT$100,000,000 (or equivalent foreign currency);

7.3.13 Replacement of certified public accountant, material change in policies, customs or

principles of accounting or reserve funds, but excluding changes caused by amendment of laws or regulations or the Generally Accepted Accounting Principles;

7.3.14 Launch of new insurance products, including the report to the authority for the

insurance product, or adjustment of the rate of insurance premium, but excluding any change of products required by the competent authority due to amendment of laws and regulations;

7.3.15 Change in internal policy regarding matters such as investment, underwriting,

conservation and claim adjustment, but excluding any change required by the competent authority due to amendment of laws and regulations;

7.3.16 A promise in writing or in any other format to take the above actions. 7.4 Information Provision

Taiwan Life covenants to continue to provide CTBC with data concerning Taiwan Life

after execution of the Agreement upon CTBC’s reasonable request, including any audited and certified financial reports prior to the Swap Record Date and other interim reports that are not audited and certified. Taiwan Life shall provide to CTBC the audited and certified financial report of 2013 before the Swap Record Date.

7.5 Transition Committee Taiwan Life covenants to establish a transition committee during the transition period

with CTBC immediately after execution of the Agreement. CTBC and Taiwan Life shall each appoint three (3) representatives to form the transition committee. The transition committee shall discuss issues such as operation of Taiwan Life, investment management, human resource planning and performance of the Agreement. The detail implementation of the transition committee shall be determined through good faith negotiation by the parties.

Article 8 Conditions Precedent to the Transaction The parties agree that the conditions precedent to the Transaction include: 8.1 The Agreement and the Transaction have already been respectively approved at the

parties’ board of directors meetings and shareholder’s meetings pursuant to laws and regulations.

8.2 Receipt of all licenses, permissions, approvals or effective registration from the

competent authority or institution required for the Transition (collectively referred to as the “Government Approvals”), including but not limited to approvals of FSC, effective registration of CTBC’s capital increase and issuance of common and preferred shares, TWSE’s permission for the listing of the common and preferred shares issued by CTBC and/or the Fair Trade Commission’s clearance of the combination filing.

8.3 From the execution date of the Agreement to the Swap Record Date, the

representations and warranties by Taiwan Life remain true and accurate in all material aspect; Taiwan Life in not in material violation of its covenants; and there has not been any event or development which may adversely and materially affect or change Taiwan Life’s representations and warranties, business, finance, property, operation or shareholder equity.

Article 9 Purchase of Shares Held by Objecting Shareholders If a shareholder of either party expresses his/her/its objection to the Transaction pursuant to the laws and regulations and requests that his/her/its shares be bought back, the corresponding party shall buy back the shares held by the objecting shareholder pursuant to the laws and regulations. The shares bought back according to this Article shall be managed pursuant to the laws and regulations.

Article 10 Protections for Employees 10.1 CTBC agrees to retain all the office employees and managers (“Office Employees”)

and the insurance salesperson of Taiwan Life and its subsidiaries, and CTBC shall handle the relevant matters in compliance with Article 10 of the Agreement, the Business Mergers and Acquisitions Act and the relevant labor laws and regulations.

10.2 The service years of the Office Employees shall be recognized by CTBC and continue

to be accounted for the total service years under the relevant labor laws and regulations, human resource regulations and welfare regulations. The service years for leaves shall also be accumulated and the leaves available shall not be reduced. CTBC shall recognize the service years reserved and the labor pension scheme chosen according to the “Labor Pension Act.”

10.3 CTBC promises that the following rights and interests of Office Employees shall be

assured for two (2) years commencing on the Swap Record Date: 10.3.1 Office Employees’ salary, allowance, supplementary, bonus, leaves, retirement,

complimentary payment, severance and other terms of employment or mandate and welfares (based on the data already disclosed to CTBC by Taiwan Life) under the current work rules of Taiwan Life or the employment or mandate contract between the Office Employees and Taiwan Life would not be less favorable than those provided immediately prior to the Swap Record Date.

10.3.2 CTBC may not unitarily terminate the employment or mandate contract of any

Office Employee by reasons of change in nature of business, reduction in business, loss, assignment, reorganization or other similar reasons.

10.4 After completion of the Transaction, CTBC shall not relocate an Office Employee to

CTBC or its affiliates without his/her prior consent. Proper training shall be provided for the relocated Office Employees. Articles 10.2, 10.3 and 10.5 shall continue to apply for relocated Office Employees.

10.5 If an office manager is removed from his/her position after completion of the

Transaction, CTBC shall ensure that the such manager may continue to receive the “supplementary for office manager” under the same terms prior to the Transaction for a year commencing on the Swap Record Date. The term “office manager” refers to the position of section (division) chief or above.

10.6 Unless where CTBC’s relevant system and regulations are more favorable to the

insurance salesperson, the contract relationship for insurance salespersons of Taiwan Life and the conditions thereof, such as evaluation, salary and welfare, shall be handled and processed according to Taiwan Life’s business promotion system and regulations established prior to completion of the Transaction within two (2) years after the Swap Record Date.

Article 11 Directors After the Transaction

The directors (including independent directors) of Taiwan Life shall be appointed by CTBC pursuant to the laws and regulations after the Swap Record Date. If CTBC plans to retain any of Taiwan Life’s incumbent directors (including independent directors), CTBC will negotiate with the individual directors separately. Article 12 Termination and Breach of Contract 12.1 A party may rescind or terminate the Agreement if any of the following circumstances

is met: 12.1.1 If the Transaction fails to be approved at the shareholders’ meeting pursuant to

Article 8 of the Agreement, either party may terminate or rescind the Agreement by providing a written notice to the other party.

12.1.2 If the Transaction fails to complete by the end of the fourth (4th ) month after the

Transaction is approved at the parties’ shareholders’ meeting or by April 30, 2014 (whichever is earlier), unless the parties agree to extend the foregoing period, either party may terminate or rescind the Agreement by providing a written notice to the other party. If the parties fail to obtain the Government Approvals required to satisfy the conditions precedent to the Transaction because a party refuses or delays cooperation or cooperates in bad faith without proper justification, the party in breach may not terminate or rescind the Agreement.

12.1.3 If a party breaches the Agreement (as defined in Article 12.3) prior to the Swap

Record Date and the breach cannot be fixed, rectified or eliminated, or although the breach may be fixed, rectified or eliminated, the breaching party fails to fix, rectify or eliminate the breach within the reasonable time period given by the other party in a written notice, the non-breaching party may terminate or rescind the Agreement.

12.1.4 If adjustment of the Swap Ratio is necessary according to Article 4.2 of the

Agreement, and the parties fail to finalize the adjustment of the Swap Ratio through good faith negotiation within thirty (30) days upon commencement of such negotiation, either party may notify the other party to extend the negotiation period by one more term of thirty (30) days; the negotiation period shall be extended only once. If the foregoing term expires and neither party notifies the other party for extension, or the parties fail to reach a consensus within the extended negotiation period, either party may terminate or rescind the Agreement by providing a written notice to the other party. Notwithstanding the foregoing, the party that negotiates in bad faith (delay negotiation without proper justification, insist on an adjustment ratio that clearly contravenes the principles generalized from the expert knowledge of business merger and acquisition, or other similar situations) may not terminate or rescind the Agreement.

12.2 Upon termination or rescission of the Agreement, a party (“Disclosing Party”) may

request that the other party return or destroy all the documents, data, files, materials, plans, trade secrets and other tangible information received from the Disclosing

Party for evaluation, negotiation and execution of the Agreement within seven (7) business days after termination or rescission of the Agreement.

12.3 If a party (“Defaulting Party”) breaches any obligation, representation, warranty or

covenant under the Agreement or the Confidential Agreement executed by the parties on January 31, 2013 (“Breaches”), the other party may terminate or rescind the Agreement pursuant to Article 12.1 and claim for compensation of damage against the Defaulting Party, including the other party’s taxes or fees arising from the Transaction.

Article 13 Tax and Fee Unless otherwise agreed in the Agreement, all of the taxes and fees arising from negotiation, execution, performance, termination or rescission of the Transaction and Agreement (including but not limited to lawyer fee, accountant fee and other consultant fee, and the outstanding taxes of the parties or their shareholders) shall be born respectively by CTBC, Taiwan Life and/or their shareholders. Article 14 General Provisions 14.1 If after the Transaction has been approved at the parties’ board of directors meetings

and the information of the Transaction has been disclosed to the public pursuant to laws and regulations, the number of entities or parties involved in the Transaction increases because the parties agree to exchange shares with other additional companies, all involved companies shall conduct again the procedures or judicial acts that have already been conducted in the Transaction.

14.2 The Confidential Agreement executed by the parties on January 31, 2013 shall

continue to be valid prior to the Swap Record Date. If there is no Swap Record Date due to termination or rescission of the Agreement, the Confidential Agreement shall survive two (2) years after termination or rescission of the Agreement. This Article shall prevail if the confidential period provided in Article 4.2 of the Confidential Agreement conflicts with this Article.

14.3 This Agreement shall be governed by and construed in accordance with the Laws of

the Republic of China. The parties shall exercise their reasonable effort to resolve any dispute, controversy or claim (the “Dispute”) arising from or in connection with the Agreement within thirty (30) days upon receipt of a written notice of the Dispute from either party. If the Dispute cannot be resolved within the foregoing period, the Dispute shall be settled through arbitration in Taipei by the Chinese Arbitration Association, Taipei in accordance with the Arbitration Act and the Chinese Arbitration Association, Taipei Arbitration Rules.

14.4 If amendment of the terms of the Agreement is required owing to requests from the

competent authority, amendments of laws or regulations or other substantial reasons, the board of directors of the parties or the persons authorized thereby shall promptly negotiate and amend the Agreement accordingly.

14.5 Any provision of this Agreement which is invalid owing to violation of laws or

regulations shall be ineffective without affecting in any way the remaining provisions. The board of directors of the parties shall negotiate and amend the invalid provision immediately; the amendment shall to the greatest extent reflect the original intention of the parties with respect to the invalidated provision.

14.6 This Agreement may not be amended or changed unless agreed by the parties in

writing. 14.7 All notices under this Agreement shall be sent by registered mail or delivered in

person to the parties at the following addresses; any notices sent or delivered otherwise shall be ineffective:

CTBC Financial Holding Co., Ltd. President: Daniel I.K. Wu Address: 17F, No3, Sung Shou Road, Taipei, Taiwan, R.O.C.

Taiwan Life Insurance Co. Ltd. Representative: Chu Ping-Yu Address: No. 42, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 104, Taiwan,

R.O.C. Upon change of address, the party having address change shall notify the other party

of such change in writing, otherwise the party having address change may not use the change of address as a defense against the other party.

14.8 All previous oral and written negotiations, agreements and promises relating to the

Transaction shall be ineffective and superseded by the Agreement. 14.9 The headings of the Articles contained herein are for reference only and will not serve

as a basis for interpretation or construction of this Agreement. 14.10 A party shall not assign its rights under the Agreement to any third party or cause any

third party to assume its obligations under the Agreement without prior written consent of the other party.

14.11 The Agreement has not expressly or implicitly assigned any right or promised to give

any compensation to any third party. 14.12 If performance of the Agreement before the Swap Record Date is impossible or may

be delayed due to a court judgment or order, laws or regulations or administrative orders of the competent authority, war, hostility, blockage, sabotage, revolution, fire hazard, typhoon, tsunami or flood or any other force majeure events (“Force Majeure Events”), neither party shall be held responsible. However, a party shall notify the other party of the Force Majeure Event within three (3) days after the Force Majeure Event occurs. The foregoing provision shall not release a party from prompt

performance of the Agreement after the Force Majeure Event ends. 14.13 The Agreement is executed in two counterparts, each of which is held by each party. 14.14 The Agreement shall enter into effect after it is signed and delivered by the parties. 14.15 The parties shall execute the Agreement on the date set forth in the preface of the

Agreement.

CTBC Financial Holding Co., Ltd. Legal Representative: Wen-Long Yen Authorized Signatory: Daniel I.K. Wu Address: 17F, No3, Sung Shou Road, Taipei, Taiwan, R.O.C.

Taiwan Life Insurance Co. Ltd. Legal Representative: Ping-Yu Chu Address: No. 42, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 104, Taiwan, R.O.C.

CTBC Financial Holding Co., Ltd. No. 3, Sung Shou Rd, Xinyi District Taipei City

CTBC Financial Holding Co., Ltd.: an acquisition of Taiwan Life Insurance Co., Ltd.

Fairness opinion on the exchange ratio

CTBC Financial Holding Co., Ltd. (“CTBC”) has proposed to acquire Taiwan Life Insurance Co., Ltd. (“Taiwan Life”) as the operation fits into the long-term planning of CTBC’s strategic blueprint. The transaction will be carried out in the form of a share exchange with one Taiwan Life common share exchanged for 1.44 CTBC common shares. Additionally, CTBC has proposed to exchange 100% of Taiwan Life’s common shares through the issuance of new shares. In order to assess the reasonableness of the underlying exchange ratio, CTBC has delegated EY to provide a fairness opinion on this exchange ratio.

1. Valuation date

The valuation date was June 30, 2013.

2. Transaction highlights

(a) Founded on December 1, 1947, Taiwan Life operates as a life insurance company in Taiwan. It primarily offers life, annuity, group, accident and health insurance products. After an IPO in 1997 on the Taiwan Stock Exchange, Taiwan Life (ticker: 2833) has been a prominent contender in the insurance industry. The wholly-owned subsidiaries of Taiwan Life include TLG Insurance Co., Ltd. and TLG Capital Co., Ltd.

(b) As of the valuation date, Taiwan Life had a total asset value of NT$431,691,325 thousand and shareholder’s equity of NT$13,073,086 thousand. By the middle of 2013, Taiwan Life’s consolidated operating revenue amounted to NT$33,817,675 thousand with an operating income of NT$638,758 thousand and a net income of NT$301,432 thousand. The total comprehensive loss totaled NT$4,358,432 thousand.

(c) With regard to the underlying transaction, CTBC and Taiwan Life have negotiated to set September 2, 2013, as the stock exchange calculation date. By the proposed date, the paid-in capital of Taiwan Life was NT$9,951,883,880, and there were 937,888,388 common shares and 58,000,000 preferred shares outstanding. CTBC

Appendix Ⅳ

shareholders have proposed to acquire 937,888,388 common shares of Taiwan Life with one Taiwan Life common share exchanged for 1.44 CTBC common shares.

3. Valuation methodology

The conventional enterprise valuation approaches are an asset-based approach, a market approach and an income approach. Taiwan Life is an insurance company, so we adopted the income approach to evaluate the value of Taiwan Life, which includes the consideration of embedded value (“EV”), and cash flows of in-force business and/or new insurance policies. We performed the following valuation procedures:

(a) Analyzed the audited financial statements of Taiwan Life. (b) Used the virtual electronic information dataroom established by the financial

consultants of Taiwan Life and other sources applicable, to understand the current operational status of Taiwan Life. Some of the sources used were acquired through a question and answer session, and other publicly available information.

(c) Income approach (1) Estimated the future distributable earnings, including the cost for provision of

capital associated with existing business. (2) Determined a risk-adjusted discount rate. (3) Measured the net asset value after the risk adjustment and the present value of

the future distributable earnings. (4) Applied the risk-adjusted discount rate to assess the value of Taiwan Life.

(d) Market approach - Taiwan Life (1) Took the Taiwan Life historical averaged stock price range into consideration. (2) Searched for comparable firms of Taiwan Life. (3) Utilized the market approach results, adjusted the control premium/discounts,

and cross-referenced them with the income approach results. (e) Market approach - CTBC

(1) Took the CTBC historical average stock price as the basis for determining the exchange ratio for the transaction.

4. Conclusion Based on the approaches mentioned above, we conclude that the price range for Taiwan Life common share falls between NT$23.0 to NT$30.6 per share. After taking the CTBC historical average price into account, we advise that an appropriate exchange ratio is one Taiwan Life common share for 1.19 to 1.59 CTBC common shares. Based on our assessment, we conclude that the exchange ratio of one Taiwan Life common share for 1.44 CTBC common shares is fairly assessed.

Fairness option proclamation and limitation:

The fairness opinion is written based on the information provided by Taiwan Life and other publicly available information, none of which we have performed any audit procedures on. Therefore, we are not obligated for the accuracy or feasibility of the information utilized in this report.

The fairness opinion cannot be used for purposes other than its intended purpose as listed in this opinion. Unless approved by the accountant, this fairness opinion cannot be offered to a third party, and we have no responsibility to any third party arising from any such illicit transfer of the report.

Ernst & Young

Audry Ho Certified Public Accountant October 31, 2013

CTBC Financial Holding Co., Ltd. Table of Comparisons between Amended and Original Provisions to

“The Article of Incorporation”

Amended provisions Original provisions Explanation Article 6-4 The rights, obligations, and important notices of Class A Preferred Shares are as below: 1. The Company issued Class A

Preferred Shares to convert Class A Preferred Shares of Taiwan Life and all the rights and obligations relevant to issue date is calculated from September 10, 2010.

2. In any given year, current or accumulated dividends for Class A Preferred Shares will not be distributed unless the Company generates profit, cover prior loss, and determine legal and special reserve.

3. The Dividend Yield of Class A Preferred Shares is calculated based on the nominal value at the rate of 3.5% annum. Dividends are payable in cash on a yearly basis. The board of directors determines the record date for the distribution of dividends following the approval of the financial statements by the shareholders during their regular shareholders’ meeting. Dividends are allocated based on the actual number of issue days outstanding

Newly added

Required because of the proposal of share swap with Taiwan Life.

Appendix Ⅴ

in a particular year. Annual dividends of Class A Preferred Shares per share = issue price per share * (actual number of issue days last year/total number of days last year)*dividend yield. The year mentioned above is from January 1 to December 31.

4. If, in any given year, the Company generates no profit or insufficient profit for the distribution of dividends for Class A Preferred Shares or suspends distribution of dividends due to the integrated Capital Adequacy Ratio (CAR) lower than the requirement of statutory or competent authority, undistributed dividends are accumulated and will distribute when the Company generates sufficient profit. The accumulated dividends are no interest.

5. Other than the dividends on Class A Preferred Shares, the Class A Preferred Shareholders are not normally entitled to receive any dividends on common shares accrued from allocation of profits and capital reserve.

6. The Class A Preferred Shareholders are entitled to receive the remaining assets to be allocated by the Company after general creditors and before the common shareholders and the

other preferred shareholders. However, the amount of allocation shall not exceed the issuing value of Class A Preferred Shares.

7. The Class A Preferred Shareholders are not entitled to cast votes during the common shareholders’ meeting and are not granted the right to vote for directors. However, the Class A Preferred Shareholders may be elected as directors and are entitled to vote during the preferred shareholders’ meeting.

8. The Class A Preferred Shares can’t be converted to common shares.

9. Commencing from September 10, 2010, the Class A Preferred Shares has maturity of seven years. Upon expiration, the Company will redeem all Class A Preferred Shares on the amount of issuing price and accumulated and undistributed dividends plus dividends at current year. However, when the Company can’t redeem a portion or all of the Class A Preferred Shares because of external factors or force majeure events, the unredeemed Class A Preferred Shares still enjoy the same rights until redeemed. The dividend yield is also calculated by former rate to guarantee that their rights

mentioned in the Articles of Incorporation.

10. The Class A Preferred Shareholders do not have rights to request the Company redeem their holdings. Commencing from the day following a full five years after September 10, 2010, the Company may redeem a portion or all of the outstanding Class A Preferred Shares at issuing price when approved by the competent authority.

Article 19 The board of directors of the Company shall be composed of 7 to 11 members including 3 to 5 independent directors. The directors are elected by the shareholders meeting with qualification that is defined as “capable person” by the Company Law. The directors are inclusive of both independent and non-independent directors, whom shall be elected from nominated candidates in accordance with the Article 192-1 of the Company Law. The shareholders meeting will elect directors from candidates separately, in accordance with the Article 198 of the Company Law; and those who obtain higher votes individually will be the independent and non-independent directors.

Article 19 The board of directors of the Company shall be composed of 9 to 13 members including 3 to 5 independent directors. The directors are elected by the shareholders meeting with qualification that is defined as “capable person” by the Company Law. The directors are inclusive of both independent and non-independent directors, whom shall be elected from nominated candidates in accordance with the Article 192-1 of the Company Law. The shareholders meeting will elect directors from candidates separately, in accordance with the Article 198 of the Company Law; and those who obtain higher votes individually will be the independent and non-independent directors.

Decreased the board of directors to seven to eleven members to meet our business demand.

The limitation of the voting right of shareholders shall be governed by the Company Law and other relevant regulations. The share ownership by the directors of the Company shall be governed by the “Implementation Guideline to the Ownership Ratio and its Examination of the Directors and Supervisors of the Listed Companies”.

The limitation of the voting right of shareholders shall be governed by the Company Law and other relevant regulations. The share ownership by the directors of the Company shall be governed by the “Implementation Guideline to the Ownership Ratio and its Examination of the Directors and Supervisors of the Listed Companies”

Article 32 The Articles of Incorporation was initially established on June 29, 2001, the 1st amendment on June 6, 2003, the 2nd amendment on August 20, 2003, the 3rd amendment on June 11, 2004, the 4th amendment on June 10, 2005, the 5th amendment on December 8, 2005, the 6th amendment on June 9, 2006, the 7th amendment on June 15, 2007, the 8th amendment on June 13, 2008, the 9th amendment on June 26, 2009, the 10th amendment on June 10, 2011, the 11th amendment on June 28, 2012,the 12th amendment on June 21, 2013; and the 13th amendment on December 20, 2013.

Article 32 The Articles of Incorporation was initially established on June 29, 2001, the 1st amendment on June 6, 2003, the 2nd amendment on August 20, 2003, the 3rd amendment on June 11, 2004, the 4th amendment on June 10, 2005, the 5th amendment on December 8, 2005, the 6th amendment on June 9, 2006, the 7th amendment on June 15, 2007, the 8th amendment on June 13, 2008, the 9th amendment on June 26, 2009, the 10th amendment on June 10, 2011, the 11th amendment on June 28, 2012; and the 12th amendment on June 21, 2013.

Addition of the date and version of this revision.

CTBC Financial Holding Co., Ltd.

The Articles of Incorporation

Amendment was approved at the shareholders meeting of June 21, 2013

Chapter I General

Article 01. Chinatrust Financial Holding Co., Ltd (the Company) is established in

accordance with relevant laws and regulations such as the Financial Holding Company Act and the Company Law for purposes of strengthening scale economy, expanding business scope and maximizing group synergy.

Article 02. The official name of the Company is "Chinatrust Financial Holding Co., Ltd."

Article 03. The headquarters of the Company is located in Taipei. The Company may

expand its operations sites in the country and aboard based on its business needs. However, the establishment, change and closure of any operation site require prior approval of the board of the directors and the regulators.

Article 04. The announcements of the Company shall be made in conformity with the

provisions of the relevant laws and regulations or may be published in a daily newspaper in the city where the headquarters of the company is located.

Chapter II Shares

Article 05. The authorized capital of the company is NT$ 180 billion in 18 billion shares with a par value of NTD10 per share. The Board is authorized to issue the unissued shares in batches according to the needs.

Article 06. The new shares issued by the Company shall be co-signed or sealed by the

chairman and at least two directors of the board, bear serial numbers and certified by the regulators of their appointed registration entities.

The total numbers of new share may be printed in one certificate to be in the custody of a licensed security custody agency.

Appendix Ⅵ

The Company may convert the issued shares into a larger denomination in

accordance with the request of licensed security custody agency.

The company may not print share certificates upon completion of registration at the licensed security custody agency.

Article 6-1. Deleted

Article 6-2. Investment is the business scope of the Company and thus, the total investment

at other business is not subject to the limits of 40% of the issued capital as prescribed in the Article13 of the Company Law.

Article 6-3. Deleted Article 07. Any transfer of stock ownership of the Company is required to register the

names, or titles, and address of residence of the new stock holders with the stock ledger of the Company, or the transfer may not be valid.

The transfer of shares shall be suspended 60 days before the regular shareholder meetings, 30 days before the special shareholder meetings, or 5 days before the effective date of distributions of cash dividends, stock dividends, or any other benefits.

Article 08. The Company shall require a specimen card to maintain the seal or signature of a

stock holder when a new shareholding account is opened or an existing account is changed.

All the stock holders conduct their business related to the stock ownership with

the Company in writing shall bear their seal or signature in accordance with their registered specimen card.

Article 09. The Company shall handle the stock related services in accordance with the

provisions of the “Guideline to the Stock Service of Public Companies” issued by the regulators.

Chapter III Business Scope

Article 10. The industry code of the Company is H801011. Article 11. The business scope of the Company is as follows:

(1) Invest in business enterprises approved by the regulators. (2) Manage the invested business enterprises.

Chapter IV Shareholders’ Meetings

Article 12. The shareholder meetings of the Company are divided into two categories: the regular shareholders meeting and the special shareholders meeting. The regular shareholder meetings shall be convened within six months after the end of the fiscal year. The special shareholder meetings shall be convened when necessary.

Article 13. The shareholders shall be notified of the date, venue and agenda of shareholder

meetings 30 days in advance for the regular shareholder meetings and 15 days in advance for the special shareholder meetings.

Article 14. The shareholders of the Company shall be entitled to one vote per share that they

hold, subject to the limitation of laws and Article of Incorporation. A shareholder may appoint one (only one) proxy, by issuing a proxy form provided by the Company with specification of authorization, to attend a shareholders meeting; One person, except the trust companies and regulator-approved stock agencies, who is appointed as a proxy by two or more shareholders may not have a voting right of more than 3% of the total issued shares, or the exceeded votes shall be invalid.

One shareholder may issue one (only one) proxy to appoint one (only one) person

per above-mentioned proxy. The proxy form shall be delivered to the Company 5days prior to the meeting. In case of multiple proxies from the same shareholder, the first one received by the Company shall be the valid one unless the one is withdrawn in writing by the shareholder.

A shareholder, wishing to attend the meeting in person or vote in mail or

electronic media, after his/ her proxy has been received by the Company, shall withdraw his/ her proxy in writing 2days prior to the meeting, or the vote by the

proxy shall be valid. Appointment of a proxy by shareholders shall be made in accordance with the “Guideline to the Proxy Application for the Shareholder Meetings of the Public Companies” published by the regulator subject to the provisions of the Company Law.

Article 15. The following items require resolutions to be passed by a shareholders meeting

of the Company: (1) Establishment and subsequent amendments of the Article of Incorporation. (2) Election of the Board of Directors. (3) Financial statements submitted by the Board of Directors and the reports of

the Audit Committee. (4) Increase or decrease of the Capital. (5) Distribution of the earnings and the dividends. (6) Other matters which require resolutions to be passed by a shareholders

meeting according to relevant laws and regulations. Article 16. The chairperson of the board of directors shall preside the shareholder meetings.

The vice chairperson shall preside the meeting when the chairperson is on leave or not able to preside. The chairperson of the board of directors shall appoint a director or the directors may elect one of directors to preside the meetings when there is no vice chairperson or the vice chairperson is not able to perform the role.

Article 17. A resolution of a shareholders meeting shall require a majority (more then 50%)

vote of attending shares at a meeting which is attended by a majority (more than 50%) of total issued shares, subject to the provisions of the relevant laws and regulations.

Article 18. All resolutions of a shareholders meeting shall be recorded in the minutes signed

or sealed by the chairperson of the meeting. The minutes shall be distributed to the shareholders within 20 days after the meeting. The record and distribution of minutes may be made by electronic media.

The distribution of minutes may be made by a public announcement.

Chapter V Directors, Functional Committee & Managers

Article 19. The board of directors of the Company shall be composed of 9 to 13 members including 3 to 5 independent directors. The directors are elected by the shareholders meeting with qualification that is defined as “capable person” by the Company Law.

The directors are inclusive of both independent and non-independent directors, whom shall be elected from nominated candidates in accordance with the Article 192-1 of the Company Law. The shareholders meeting will elect directors from candidates separately, in accordance with the Article 198 of the Company Law; and those who obtain higher votes individually will be the independent and non-independent directors. The limitation of the voting right of shareholders shall be governed by the Company Law and other relevant regulations. The share ownership by the directors of the Company shall be governed by the “Implementation Guideline to the Ownership Ratio and its Examination of the Directors and Supervisors of the Listed Companies”.

Article 19-1. The company has set up the Audit Committee, the Remuneration Committee,

and the Risk Management Committee; also other various kinds of functional committee may be established as per management requirements. The organizational rules for each committee shall be formulated individually in accordance with relevant laws of the governing authority as well as the regulations and directions of the Company.

Article 20. The term of the directors shall be three years. They may be re-elected at expiry.

The directors shall be compensated for their duty as directors disregard the result of operations of the Company. The board of directors shall be authorized to determine the said compensation based on their participation, contribution and industry market level. In addition, the provisions of the Article 29 of the Article of Incorporation of the Company shall govern the compensation distribution for the profitable year(s).

Article 20-1. The Company may enter into liability insurance contract(s) with insurance

companies to cover the legal liabilities of directors and officers related to the execution of their duties..

Article 21. The chairperson and the vice chairperson of the board shall be elected among

and by a majority vote at a meeting of the board of directors, that is attended by two third of directors.

The chairperson of the board shall be the convener of the meetings of

shareholders and board of directors and the official representative of the Company.

Article 22. The meetings of the board of directors of the Company shall be convened by the

chairperson subject to the provisions of relevant laws. The meetings may be held by a video media. The resolution of the meetings shall be passed by a majority vote with a majority attendance by the members of the board of directors subject to the provisions of the Company Law, Financial Holding Company Law and other relevant regulations.

The vice chairperson shall convene the meeting when chairperson is absent or unable to convene. The chairperson shall appoint one of the directors as the convener when there is no vice chairperson or the vice chairperson is absent or unable to convene. The directors may elect one director as the convener when the chairperson did not appoint one.

A director may appoint another director as his/ her proxy to attend the meeting of

the board of directors with a specific scope of authorities when he or she is not able to attend the meeting.

The above-mentioned proxy may be appointed by one another director only.

Article 23. The duties of the board of the directors are listed below:

(1) Approval of important business direction and plan. (2) Approval of annual and semi-annual financial reports. (3) Approval of the budget and result. (4) Approval of the issuance of corporate bonds and the treasury stock plan. (5) Approval of the establishment of the internal control system and its

amendment.

(6) Approval of the policies and procedures for the acquisition and disposal of the important assets as well as trade transactions of derivatives products.

(7) Supervision and management of the Company’s derivative transactions. (8) Approval of important contracts. (9) Approval of important policies and procedures. (10) Convene the shareholder meetings and approval of the agenda and reports

to be submitted to the shareholders’ meeting. (11) Propose earnings distribution plan (for approval by shareholders’ meeting). (12) Propose/ approve offering, issuance, or private placement of any

equity-type securities. (13) Execution of the resolutions of the shareholder meetings. (14) Appointment or dismissal of the president and other executive managers. (15) Appointment or dismissal of heads of finance department, accounting

department and audit department. (16) Approval of the appointment, the dismissal and the compensation of the

certified public accountant. (17) Appointment of directors, supervisors and chief representative of

subsidiaries (including overseas subsidiaries). (18) Approval of other important matters that are required by the laws,

regulations and the Article of Incorporation of the Company. Article 24. Removed

Article 25. The meetings of the board of directors shall be held at least once in every two

months. It may also be convened at any time when urgent matter(s) arises.

The chairperson of the Company may be authorized by the Board of directors to exercise functions of the meetings of board of the directors during its adjournment subject to the provisions of the laws and regulations, important matters concerning the interests of the company and related parties business transactions. The scope of the authorization is list below: 1. Appointment of directors, supervisors, and chief representatives for

subsidiaries (including overseas subsidiaries). 2. Supervision and management of the Company’s derivative transactions 3. Other matters that are specified per Authorization Policies of the Company

approved by the board of directors.

Article 26. The directors of the Company may hold the positions as directors or supervisors of subsidiaries concurrently.

Article 27. The Company shall have a president and a number of managers, who shall be

appointed and dismissed by the Board of Directors in accordance with the Company Law, Financial Holding Company Law, and other pertinent laws.

Chapter VI Final Reports and Distribution of Earnings

Article 28. The fiscal year of the Company shall be the calendar year. The board of directors

shall prepare the following financial reports for certification by the audit committee 30 days before the shareholders’ meeting and the audit committee certified reports shall be submitted to the shareholders meeting for acknowledgment: (1) Business report (2) Financial reports (3) Distribution of earnings or proposal of making up of deficit

Article 29. The Company, aiming to a continued growth and increase profitability as well as

to be in line with the provisions of laws, adopts a dividend policy to distribute the earnings in stock dividend in principle to retain the earnings for the needs of funds according to the business plan. However, the cash dividend shall not be less than 10% of the total distributable dividends. The above-mentioned cash dividend may be adjusted, for needs of operations, investments, acquisition and by the amendment of laws, to be lower than 10%, but no less than 1% of the total dividends. The adjustment, if any, shall be proposed by the board of directors and approved by a shareholders meeting. The Company may retain the earnings that are less than NT$0.1 per share of cash dividend.

The fiscal year-end earnings of the Company shall be applied to the following uses in order: payments of taxes, adjustments per financial and accounting principle, making-up of deficit, legal reserve, special reserve and preferred stock dividends. The reminders shall be applied to the bonus of employees (0.05% of the remainders) and directors (1% of the remainders). The balance, after the above-mentioned applications, shall be combined with the beginning retained earnings for dividends for the shareholders subject to approval by a shareholders meeting.

The board of directors shall be authorized to establish a procedure for the distribution of bonus to employees. The employees of the subsidiaries, defined by the Company Law, may entitle the bonus when the bonus is paid in stock shares of the Company and the board of directors shall be authorized to establish the pertaining procedure.

Chapter VII Supplementary Provisions

Article 30. The Company shall establish separated policies to govern the organization, business, segregation of duties of the board of directors and managers.

Article 31. The Financial Holding Company Law, Company Law and other relevant

regulations may apply for matters that are not covered by the Article of Incorporation of the Company.

Article 32. The Articles of Incorporation was initially established on June 29, 2001, the 1st

amendment on June 6, 2003, the 2nd amendment on August 20, 2003, the 3rd amendment on June 11, 2004, the 4th amendment on June 10, 2005, the 5th amendment on December 8, 2005, the 6th amendment on June 9, 2006,; the 7th amendment on June 15, 2007, the 8th amendment on June 13, 2008, the 9th amendment on June 26, 2009, the 10th amendment on June 10, 2011, the 11th amendment on June 28, 2012; and the 12th amendment on June 21, 2013.

The Shares Held by the Members of the Board of Directors

(As of November 21, 2013—the day after the close of shareholding registration) 1. Minimum shareholdings required of all directors and their actual

shareholdings as registered on the list of shareholders:

Title Minimum Shareholdings Shareholdings on the Shareholders roster

Director 160,000,000 549,843,262 2. Breakdown of Shareholding of Directors

Title Name Shareholdings on the Shareholders roster Note

Chairman Wen-Long Yen 75,345,082 Director H. Steve Hsieh

Yi Kao Investment Co., Ltd.

461,942,089 Director Thomas K.S.Chen

Director Song-Chi Chien

Director Yen-pao Chen Representative of Chung Cheng Investment Ltd.

11,133,234

Director Chao-Chin,Tung Representative of Chang Chi Investment Ltd.

1,422,857

Independent Director Chung-Yu Wang 0

Independent Director

Wen-Chih Lee 0

Independent Director Jie-Haun Lee 0

Total 549,843,262 3. Breakdown of Shareholding of Supervisors：N/A ( Setting up the audit

Committee’s)

Appendix VII