FUHWA FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS

Transcription

1 FUHWA FINANCIAL HOLDING CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS March 31, 2007 and 2006 (With Independent Auditors' Report Thereon) Address: 9F, No. 4, Sec. 1, Jhongsiao W. Road, Taipei Tel: (02)

2 Independent Auditors' Report The Board of Directors Fuhwa Financial Holding Co., Ltd. We have reviewed the accompanying consolidated balance sheets of Fuhwa Financial Holding Co., Ltd. (the Company) and its subsidiaries as of March 31, 2007 and 2006, and the related consolidated statements of income and consolidated cash flows for the three-month periods ended March 31, 2007 and These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our review. Our review, which was made in accordance with Republic of China Statement on Auditing Standards No. 36, "The Review of Financial Statements", consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements referred to in the first paragraph in order for them to be in conformity with the Guidelines Governing the Preparation of Financial Reports by Financial Holding Companies, the Business Entity Accounting Act, the Regulation on Business Entity Accounting Handling, and Republic of China generally accepted accounting principles. As described in note 3, the Company and its subsidiaries, starting from January 1, 2006, adopted ROC Statements of Financial Accounting Standards No. 34 "Financial Instruments: Recognition and Measurement", No. 36 "Financial Instruments: Disclosure and Presentation", recently revised No. 1 "Conceptual Framework for Financial Accounting and Preparation of Financial Statements", and No. 5 "Long-term Investments under Equity Method". As a result, net income before the cumulative effect of changes in accounting principle and basic earnings per share decreased by $58,450 thousand and $0.02, respectively. In accordance with SFAS No. 34, the beginning balances of financial assets and liabilities should be reclassified and re-measured at fair value. For the three-month period ended March 31, 2006, the resulting cumulative effect of changes in accounting principle and the decrease in basic earnings per share were $165,588 thousand and $0.05, respectively, and the effect on the adjustment to shareholders' equity was $11,317 thousand. April 27, 2007

3 Consolidated Balance Sheets March 31, 2007 and 2006 (Expressed in thousands of New Taiwan dollars) March March Moving average % March March Moving average % Assets Cash and cash equivalents (notes (4) and (25)) $ 6,605,780 4,756, Due from Central Bank and placement to other banks (note (5)) 59,951,846 32,609, Financial assets at fair value through profit or loss, net (notes (3) and (6)) 30,665,724 28,069,293 9 Bills and bonds purchased under agreements to resell (notes (7), (25) and (26)) 5,731,550 3,144, Accounts receivable, net (notes (8), (9), (21), (25) and (26)) 50,622,302 41,188, Margin loans (notes (9) and (25)) 226,192, ,060,241 1 Available-for sale financial assets, net (notes (3), (10), (25) and (26)) 20,394,200 19,127,109 7 Held-to-maturity financial assets, net (notes (11) and (26)) 6,612,663 6,152,473 7 Other financial assets, net (notes (3), (9) and (12)) 6,017,783 7,382,828 (18) Property and equipment, net (notes (26) and (27)) 6,150,035 5,438, Goodwill and intangible assets (notes (3), (13) and (27)) 2,120,527 2,212,875 (4) Other assets (notes (14), (25) and (26)) 5,036,016 6,875,009 (27) Deferred income tax assets (note (21)) 2,234,476 1,456, Total assets $ 428,335, ,473, Liabilities and Stockholders' Equity Deposits by Central Bank and other banks (note (26)) $ 22,653,491 30,604,686 (26) Commercial paper payable, net (notes (15) and (26)) 23,363,865 19,401, Financial liabilities at fair value through profit or loss (notes (3), (6) and (18)) 4,097,065 4,151,358 (1) Bills and bonds sold under agreements to repurchase (notes (16), (25) and (26)) 27,764,659 27,263,979 2 Notes and accounts payable (notes (8), (21), (25) and (27)) 14,731,513 11,605, Deposits and remittances (notes (17) and (25)) 269,082, ,044, Bonds payable (notes (18) and (26)) 12,607,524 8,513, Other borrowings (notes (19) and (26)) 14,810,457 9,365, Accrued pension liabilities (note (20)) 290, ,685 (15) Reserves for operations and liabilities 513, ,677 3 Other liabilities 1,050, , Total liabilities 390,965, ,327, Stockholders' Equity (notes (3), (10) and (22)): Common stock, par value $10, authorized and issued 5,000,000 thousand shares and 3,161,762 thousand shares at on March 31, 2007 and 2006, respectively 31,617,616 31,617,616 - Capital surplus 8,286,205 8,553,292 (3) Retained earnings: Legal reserve - 591,428 - Special reserve - 95,561 - Unappropriated accumulated deficit (2,511,381) (584,050) 330 (2,511,381) 102,939 (2,540) Equity adjustments: Cumulative foreign currency translation adjustments (53,067) (58,788) (10) Unrealized gain on available-for-sale financial assets 36,404 33, Treasury stock - (73,779) - Net loss from unrecognized pension cost (39,660) (59,292) (33) (56,323) (158,793) (65) Minority interest 33,476 31,028 8 Total stockholders' equity 37,369,593 40,146,082 (7) Commitments and contingent liabilities (notes (8), (9), (21) and (27)) Total liabilities and stockholders' equity $ 428,335, ,473, See accompanying notes to financial statements.

4 For the three-month period ended March 31, 2007 For the three-month period ended March 31, 2006 Moving average % Interest revenue (notes (6), (8) (25) and (28)) $ 3,456,631 3,223,702 7 Less: Interest expense (notes (6), (8), (18) and (25)) 1,637,837 1,311, Net interest income 1,818,794 1,912,367 (5) Other non-interest income, net Fees and commission income, net (note (25)) 909, ,891 7 Gain on financial instruments at fair value through profit or loss (notes (3) and (6)) 369,875 97, Realized gain (loss) on available-for-sale financial assets (notes (3) and (10)) 769 (1,736) 144 Investment income under the equity method Foreign exchange income, net (note (18)) 89, ,570 (44) Impairment loss on assets (note (12)) (493) (30,453) 98 Other non-interest income, net (notes (25) and (28)) 72, ,582 (54) Other bad debt expense (note (9)) (89,033) (671,945) 87 1,352, , Net revenue 3,170,882 2,472, Bad debt expenses for margin loans (note (9)) 240, ,094 (29) Operating expenses Personnel expenses (notes (20) and (28)) 1,165,209 1,016, Depreciation and amortization expenses (notes (13) and (28)) 195, , Other general and administrative expenses 633, , ,994,282 1,722, Income from continuing operations before income tax 936, , Income tax expense (note (21)) 151, ,178 (34) Income before cumulative effect of changes in accounting principle (note (3)) 785, , Cumulative effect of changes in accounting principle, net of income tax of $18,567 for the three-month period ended March 31, 2006 (notes (3) and (21)) - 165,588 - Comprehensive net income $ 785, , Attribution of comprehensive net income: Stockholders of parent company $ 785, , Minority stockholders (543) (490) (11) $ 785, , Before income tax After income tax Before income tax After income tax

5 For the three-month period ended March 31, 2007 For the three-month period ended March 31, 2006 Cash flows from operating activities: Comprehensive net income $ 785, ,394 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 213, ,545 Allowance for bad debts 329,033 1,010,039 Reversal of reserve for guarantee liabilities - (78,356) Amortization of premiums, provision for effect of exchange rate, and increase in accrued interest premium on redeeming bonds payable 11,743 (6,306) Realized loss (gain) on available-for-sale financial assets (769) 1,736 Amortization of available-for-sale financial assets (6,335) (8,815) Loss on impairment of financial assets carried at cost ,453 Loss (gain) on disposal of financial assets carried at cost 17,800 (13,996) Loss on disposal of long-term investments under equity method - 1,371 Gain on investments under equity method - (326) Cash dividends from long-term investments under equity method - 6,848 Loss on disposal of property and equipment and other assets, net 18,826 6,938 Changes in operating assets and liabilities: Financial assets at fair value through profit or loss (2,012,270) 1,870,170 Accounts receivable, net 617,361 (1,401,949) Other financial assets, net 379,648 (48,372) Deferred income tax assets ,404 Financial liabilities at fair value through profit or loss (107,477) 118,165 Other notes and accounts payable (2,778,005) (4,762,360) Accrued pension liabilities 1,928 (2,830) Reserves for operations and liabilities 12,955 (55,504) Net cash used in operating activities (2,515,740) (2,704,751) Cash flows from investing activities: Increase in due from Central Bank and placement to other banks (2,506,502) (3,296,433) Decrease (increase) in bills and bonds purchased under agreements to resell (1,062,803) 2,687,827 Decrease (increase) in loans and advances to customers (including nonperforming loans and overdue receivables) (251,888) 2,275,346 Proceeds from acquisition of available-for-sale financial assets (2,182,719) (34,793,880) Proceeds from disposal of available-for-sale financial assets 3,580,935 33,734,317 Decrease (increase) in held-to-maturity financial assets (161,970) 612,952 Proceeds from disposal of long-term investments under equity method - 8,782

6 period ended March 31, 2007 period ended March 31, 2006 Cash flows from financing activities: Increase (decrease) in deposits by Central Bank and other banks $ (3,674,676) 4,505,425 Increase in commercial paper payable, net 6,876,429 8,340,222 Increase (decrease) in bills and bonds sold under agreements to repurchase 813,884 (1,739,237) Increase (decrease) in deposits and remittances 3,352,859 (9,869,119) Increase in bonds payable - 5,000,000 Decrease in other borrowings (1,882,685) (5,584,794) Increase (decrease) in other liabilities 17,233 (157,173) Net cash provided by financing activities 5,503, ,324 Effects of exchange rate 6,428 (10,054) Net increase (decrease) in cash and cash equivalents 190,952 (1,960,129) Cash and cash equivalents at beginning of period 6,414,828 6,716,914 Cash and cash equivalents at end of period $ 6,605,780 4,756,785 Supplemental disclosure of cash flow information: Cash payments of interest $ 1,711, ,250 Cash payments of income tax $ 49,545 79,301 Investing and financing activities not affecting cash flows: Changes in cumulative foreign currency translation adjustments by subsidiaries $ (6,165) 7,818 Unrealized gain on available-for-sale financial assets $ (20,853) (33,066)

7 March 31, 2007 and 2006 (expressed in thousands of New Taiwan dollars, unless otherwise specified) (1) Organization and Business Scope Fuhwa Financial Holding Co., Ltd. (the Company) was incorporated in February 2002 pursuant to the Financial Holding Company Act. In connection with the formation of the Company, the shares of Fuhwa Securities Finance Co., Ltd. (Fuhwa Securities Finance) and Fuhwa Securities Co., Ltd. (Fuhwa Securities) were exchanged for shares of the Company. The regulatory procedure for the share exchange was completed on the exchange date of February 4, 2002, and the Company was listed on the Taiwan Stock Exchange on the same date. On May 24, 2002, the shareholders' meetings of the Company and Asia Pacific Bank agreed that shares of Asia Pacific Bank would be exchanged for shares in the Company, and Asia Pacific Bank became a wholly owned subsidiary of the Company on August 1, Furthermore, Asia Pacific Bank was authorized to be renamed Fuhwa Commercial Bank (Fuhwa Bank) on September 17, Since 2002, the Company has acquired Fuhwa Futures Co., Ltd. (Fuhwa Futures), Fuhwa Capital Management Co., Ltd. (originally named Fuhwa Cheng Ching Capital Management Co., Ltd. and renamed Fuhwa Capital Management in November 2002), Fuhwa Securities Investment Trust Co., Ltd. (originally named Asia Pacific Securities Investment Trust and renamed Fuhwa Securities Investment Trust in September 2002), Fuhwa Venture Capital Co., Ltd. (Fuhwa Venture Capital), Fuhwa Asset Management Co., Ltd. (Fuhwa Asset Management), and Fuhwa Finance Consulting Co., Ltd. (Fuhwa Finance Consulting) one after another in order to boost the competitive ability of the Company, follow government policies, and face the changes and developments in the prospective market. These companies became subsidiaries of the Company. On December 28, 2006, the shareholders' meeting of the Company agreed that shares of Yuanta Core Pacific Securities Co., Ltd. would be exchanged for shares of the Company, and Yuanta Core Pacific Securities Co., Ltd. became a wholly owned subsidiary of the Company on April 2, The Company engages in the business of a financial holding company, and the operations of the Company are limited to the fields of investing and investment management. According to the Financial Holding Company Act, the businesses in which the Company can invest are banking, bills finance, credit cards, trusts, insurance, securities, futures, venture capital, foreign financial institutions that are authorized by the government authority, and other related financial businesses that are recognized by the government authority.

8 2 The name, type of business, and percentage of shareholdings of subsidiaries invested in by the Company and its subsidiaries are as follows: Name of investor Name of subsidiary Nature of business The Company's indirect and d March 31, March 31, The Company Fuhwa Bank Commercial banking Fuhwa Securities Securities brokerage Fuhwa Bank Fuhwa Securities Finance Fuhwa Asset Management Fuhwa Venture Capital Fuhwa Futures Futures brokerage and futures-related services Fuhwa Securities Investment Trust Fuhwa Capital Management Fuhwa Finance Consulting Fuhwa Bank and Fuhwa Asset Management Fuhwa Lease Co., Ltd. Fuhwa Property Insurance Agency Co., Ltd. Securities financing and refinancing to securities firms and related business Providing monetary debt management services for financial institutions Venture capital investments Raising and management of securities investment trust funds Securities investment consulting and issuance of related publications Operation and management of corporation and investment consulting services Purchase, sale and lease of various real estate and movable property Property insurance agency Fuhwa Life Insurance Life insurance agency Agency Co., Ltd. Fuhwa Securities Fuhwa Holding (BVI) Holding company Co., Ltd.

9 3 Name of investor Name of subsidiary Nature of business The Company's indirect and d March 31, March 31, Fuhwa Securities and Fuhwa Futures Fuhwa Holding (BVI) Co., Ltd. Fuhwa Venture Capital Fuhwa Futures Management Co., Ltd. Fuhwa Securities (H.K.) Co., Ltd. Fuhwa Investment Management (BVI) Co., Ltd. Fuhwa I Venture Capital Co., Ltd. Futures management business Securities services Consulting services Venture capital investments Fuhwa Capital Management and Fuhwa Futures Management were approved to dissolve on October 31 and December 25, 2006, respectively, by the local authorities. Fuhwa Capital Management and Fuhwa Futures Management had their registration cancelled on November 30, 2006, and January 1, 2007, respectively, and are already in liquidation. Fuhwa Securities (H.K.) was in liquidation before the year-end of Fuhwa Investment Management (BVI) completed the dissolution process on November 21, For the first quarter of 2007 and 2006, the subsidiaries of the Company did not hold any securities issued by the Company nor issue any corporate bonds. For the first quarter of 2007, the subsidiaries of the Company did not issue any new shares. During the first quarter of 2006, the issuance of new shares by the Company's subsidiaries was as follows: On January 17, 2006, Fuhwa Securities' board of directors decided to increase capital for cash in the amount of $1,500,000 by issuing an additional 150,000 thousand new shares at $10 per share, resulting in total authorized and issued capital of $10,402,938. The date of capital increase was designated as March 31, 2006, and the related registration was completed on May 2, The Consolidated Company had approximately 4,704 and 4,877 employees on March 31, 2007 and 2006, respectively. (2) Summary of Significant Accounting Policies The consolidated financial statements of the Consolidated Company have been prepared in the local currency and in Chinese. These consolidated financial statements have been translated into English. The translated information is consistent with the Chinese language consolidated financial statements from which it is derived.

10 4 The consolidated financial statements were prepared in conformity with the Guidelines Governing the Preparation of Financial Reports by Financial Holding Companies, the Business Entity Accounting Act, the Regulation on Business Entity Accounting Handling, and Republic of China generally accepted accounting principles. Historical cost is the basis of measurement in the consolidated financial statements except as otherwise stated. A summary of significant accounting policies and principles is as follows: 1) Principles of Consolidation According to the Guidelines Governing the Preparation of Financial Reports by Financial Holding Companies, a financial holding company should prepare consolidated financial statements. The consolidated entities of the consolidated financial statements should be in accordance with ROC SFAS No. 7 "Consolidated Financial Statements". All inter-company transactions have been eliminated in the consolidated financial statements. The material transactions between the subsidiaries are disclosed in Note 29(5). 2) Foreign Currency Transactions Except for accounts in the Offshore Banking Unit of Fuhwa Bank, the Company's overseas affiliates, and overseas long-term equity investments under the equity method that are maintained in US dollars, accounts in all other subsidiaries are maintained in New Taiwan dollars. Those transactions denominated in foreign currencies are recorded in their original foreign currencies, and all income and expense accounts denominated in original foreign currencies are translated into New Taiwan dollars at the exchange rate assigned on that date. The Company's overseas affiliates and overseas long-term equity investments under the equity method, and the Offshore Banking Unit of Fuhwa Bank included in the consolidated financial statements use their local currencies as their functional currencies. Foreign financial statements are translated into New Taiwan dollars. The resulting translation differences are accounted for as translation adjustments, and are included in the consolidated financial statements as a component of stockholders' equity. Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Stockholders' equity is translated at the historical rate with the exception of the beginning retained earnings in New Taiwan dollars, which are brought forward. Dividends are translated at the exchange rate prevailing at the declaration date. Income statement accounts are translated at the average exchange rate of the year involved. The foreign currency translation from financial statements of the Company's overseas subsidiaries are recorded as cumulative foreign currency translation adjustments under the statement of stockholders' equity and will be recognized as gain or loss only upon the sale or liquidation of the company. Starting from January 1, 2006, in accordance with newly revised SFAS No. 14 "The Effects of Changes in Foreign Exchange Rates", non-monetary assets and liabilities are translated at the historical rate prevailing at the balance sheet date.

11 5 3) Cash Equivalents The Consolidated Company considers cash in banks and short-term investments that are readily convertible to cash and for which interest rate fluctuations have little or no effect on the value to be cash equivalents. 4) Deposit Reserve Deposit reserve is calculated based on the monthly average balance of the various deposit accounts, using specific reserve ratios as promulgated by the CBC. The deposit reserve-demand account is placed with the CBC and is subject to change only when the monthly reserve requirement is adjusted. 5) Financial Assets at Fair Value through Profit or Loss Starting from January 1, 2006, the Consolidated Company accounts for financial assets in accordance with Statement of Financial Accounting Standards (SFAS) No. 34, "Financial Instruments: Recognition and Measurement". The Consolidated Company recognizes the purchases or sales of stocks, funds and beneficiary certificates using trade date accounting and of other financial assets using settlement date accounting. These financial instruments are initially recognized at fair value, including acquisition or issuance cost. Financial assets whose changes in fair value are recognized in profit or loss include debt, equity and derivative instruments held or issued by the Consolidated Company. These financial assets can be classified into two subcategories: financial asset held for trading purposes and financial assets that are designated on initial recognition as ones to be measured at fair value, with fair value changes recognized in profit or loss. Financial assets held for trading purposes are acquired or held principally for the purpose of selling or repurchasing them in the short term. Financial instruments with fair value changes recognized in profit or loss should be measured at fair value. The fair value of an asset is the amount at which the asset could be purchased or sold in a current arm's-length transaction between willing parties. A quoted market price, if available, in an active market is the best evidence of fair value; however if a quoted market price is not available, fair value should be estimated using the best information available in the circumstances or estimated using pricing models. Estimation of fair value is usually based on recent trading prices of such financial instruments and supplemented by related valuation techniques available. The realized and unrealized gain or loss, including the amortization of discount and premium, of financial assets whose changes in fair value are recognized in earnings should be recognized in current year's net income or loss. Interest income (expense) and cash dividend received during the holding period are recorded under "interest income (expense)" and "gain (loss) on financial assets whose changes in fair value are recognized in earnings", respectively. Stock dividends are not recognized as income but treated as increases in the number of shares held.

12 6 Financial assets at fair value through profit or loss which the Company classified on January 1, 2006, in compliance with SFAS No. 34, "Financial Instruments: Recognition and Measurement", cannot be reclassified again thereafter. Similarly, those that do not belong to financial assets at fair value through profit or loss cannot be reclassified to this category either. In accordance with explanatory letter Ji-Mi-Zih No. 296 issued in 2006 by the Accounting Research and Development Foundation, after adopting ROC Statement of Financial Accounting Standards No. 34 "Financial Instruments: Recognition and Measurement", businesses should classify financial assets held for trading purposes as financial assets held for trading purposes if financial assets held for trading purposes are provided as collateral for loans or refundable deposits. 6) Derivative Financial Instruments Derivative financial instruments are foreign exchange forward contracts, currency swaps, interest rate swaps, currency and interest rate swaps, options, structured notes, stock warrant liabilities, and margin deposits for futures contracts, which are entered into by the Consolidated Company in foreign exchange, interest rate and capital markets. Derivative financial instruments are for trading purposes except those accounted for under hedge accounting. Trading purposes include market creation, customer services and other relevant activities. Derivative financial instruments held for trading purposes are evaluated at fair value. Changes in fair value are recorded as current period income or loss. Fair value is the amount at which the asset could be purchased or sold in a current arm's-length transaction between willing parties. A quoted market price, if available, in an active market is the best evidence of fair value; however if a quoted market price is not available, fair value should be estimated using the best information available in the circumstances or using pricing models. Estimation of fair value is usually based on recent trading prices of similar financial instruments and supplemented by related valuation techniques available. Derivative financial instruments measured at fair value whose offsetting right has legal effect and are intended to be settled by net balance should be recorded as financial assets and liabilities at their net value. In compliance with SFASs, an embedded derivative should be recognized separately as a derivative and the host contract is recognized based on the related accounting standards depending on the nature of the host contract in the category of financial instruments or non-financial instruments.

13 7 7) Bonds Purchased under Agreements to Resell and Bonds Sold under Agreements to Repurchase Bonds purchased under agreements to resell and bonds sold under agreements to repurchase are the sale or purchase of a bond coupled with an agreement to repurchase or resell the same or substantially identical bond at a stated price. Such transactions are treated as collateral for financing transactions. Transactions involving bonds sold under agreements to repurchase are based on the actual obtained amount, and recorded as liabilities for bonds sold under agreements to repurchase. Transactions involving investment in bonds purchased under agreements to resell are based on the actual borrowed amount, and recorded as investment in bonds purchased under agreements to resell. Bonds treated as collateral for financing transactions are still recorded as financial assets and are not affected by the temporary repurchase or resell under the agreements. The difference between the selling and purchase prices during the holding period for investment in bonds purchased under agreements to resell and liabilities for bonds sold under agreements to purchase is treated as interest expense or interest income. 8) Accounts Receivable-Pecuniary and Securities Financing, and Allowance for Bad Debts According to the Rules Governing Securities Finance Enterprises (RGSFE), margin loans primarily represent pecuniary financing to investors or refinancing to securities firms. Such loans are secured by the securities purchased by the investors, and the Consolidated Company records these securities at par value under the memorandum accounts "securities held for collateral" and "liability for holding collateral securities", and they are not included in the balance sheets. According to Article 10 of the RGSFE, margin loan investors must pay a certain percentage of the related stock market price themselves. Short sale stock loans represent securities financing affected by lending securities in custody that are received from margin loans, guarantee effects or borrowed securities, to investors. When the securities are lent to investors, the Consolidated Company records the par value of the securities lent under the memorandum account "short sale stock loans". Additionally, according to Article 10 of the RGSFE, the investors need to deposit an amount equal to a certain percentage of the proceeds from short sale stock financing as collateral with the Consolidated Company. The proceeds are accounted for as "other liabilities-stock deposits". The Consolidated Company deals with these securities at par value under the memorandum account "guarantee effects". The proceeds from sale of securities loaned, less any dealer's commission, financing commission and securities exchange tax, are held by the Consolidated Company as collateral and recorded under "accounts payable-short sale proceeds payable". In accordance with the rules, when the securities financed by borrowers terminate trading, are delisted from the stock market, or are the securities of the borrowers' credit accounts which are unable to be disposed of, these margin loans will be recorded as accounts receivable-other receivables or other assets-overdue receivables according to the results of negotiation or collection. When the maintenance of secured accounts is less than the regulatory standard and the borrower does not pay a portion of the remaining loans after offsetting the proceeds from disposal of securities, the related margin loans shall be recorded as overdue receivables. Allowance for bad debts is based on the margin loans and pecuniary transaction, considering the value of collateral, past experience in collections, and the collectibility of margin loans.

14 8 9) Loans and Allowance for Doubtful Accounts Credit terms are decided by the term to maturity of loans. The loan period of short-term loans is within one year, the loan period of medium-term loans is one to seven years, and the loan period of long-term loans is more than seven years. Loans with pledged assets, and qualified guarantees are recorded as secured loans. All loans are recorded initially as the actual amount lent out and reported at their outstanding principal balances net of any provisions for doubtful accounts. An allowance for doubtful accounts is determined by an evaluation of the collectibility of loans and age of receivables (including nonperforming loans and overdue receivables and interest receivables) and advance accounts. Doubtful accounts are written off when the recovery possibility is remote. The Company records principal or interest overdue over three months as overdue accounts. Interest overdue over six months is categorized as overdue before June 30, When principal or interest has not been paid for over expiration date, the said principal and interest will be transferred to nonperforming loans in six months. When this event occurs, interest will not be calculated and booked to the memo account accordingly. In accordance with SFC Ruling Tai-Tsai-Rong No , banks should provide 3% of operating revenue as allowance for bad debts to write off default accounts from July 1, 1999, and for the following four years. Moreover, in accordance with SFC Ruling Wa-Chung-Yi-Yi No , the aforementioned provision is still valid until the ratio of overdue accounts is lower than 1%. The aforementioned allowance is recognized as operating cost for bad and doubtful accounts of loans, and charged to current operations. 10) Available-for-sale Financial Assets Starting from January 1, 2006, the Consolidated Company adopted SFAS No. 34 "Financial Instruments: Recognition and Measurement". The Consolidated Company recognizes the purchase or sale of stocks, funds and beneficiary certificates by using trade date accounting and of other financial assets by using settlement date accounting. These financial instruments are initially recognized at fair value. The amount recognized includes acquisition or issuance cost. Available-for-sale financial assets are recorded at fair value, and the change in market value will be recorded in the shareholders' equity adjustment account. Fair value is based on the quoted market price or estimated amount if the quoted market price is not available. When there is an indication of impairment, impairment loss should be recognized. If there is an indication that the impairment loss recognized has decreased in a subsequent period, it should be recorded as gains or losses. Cost is determined by the weighted-average method, and accumulated unrealized gain or loss recorded under the equity account is recognized in current year's income or loss when the Consolidated Company disposes of those financial assets. Interest income and cash dividend are recorded under "interest income" and "realized gain on available-for-sale financial assets", respectively. Cash dividends are recognized as revenue on the ex-dividend date or the date of the board of directors meeting. However, the dividend amount, if announced before the investment date, will be deducted from the investment cost. Stock dividends are not recognized as income but treated as increases in the number of shares held.

15 9 11) Held-to-maturity Financial Assets Starting from January 1, 2006, the Consolidated Company adopted SFAS No. 34 "Financial Instruments: Recognition and Measurement". The Bank recognizes the purchase or sale of the financial assets by using settlement date accounting. These financial instruments are initially recognized at fair value. The amount recognized includes acquisition or issuance cost. Amortized cost and interest income or interest expense of held-to-maturity financial assets is evaluated using the effective interest rate. Held-to-maturity financial assets are recorded at amortized cost. If there is objective evidence that a financial asset is impaired, a loss is recognized. If, in a subsequent period, the amount of the impairment loss decreases and the decrease is clearly attributable to an event which occurred after the impairment loss was recognized, the previously recognized impairment loss is reversed to the extent of the decrease. The reversal may not result in a carrying amount of the financial asset that exceeds the amortized cost that would have been determined if no impairment loss had been recognized. 12) Long-term Investments under Equity Method Long-term investments are accounted for under the equity method when the percentage of ownership exceeds 20%, or is less than 20% but the Consolidated Company has significant influence over the investee. When the Consolidated Company disposes of long-term investment accounted for under the equity method, the difference between the cost and the selling price at the disposal date is recorded in gain (loss) on disposal of long-term equity investment. If there is any capital reserve arising from long-term investment under the equity method, such capital reserve is recognized as current income or loss by the percentage of disposal. 13) Other Financial Assets-Other Investments Financial assets carried at cost include un-listed stocks. The Consolidated Company has no significant influence over the investee. Those financial assets are recorded at cost as their fair values are not measurable. If there is an indication of impairment, impairment loss should be recognized, and this recognized amount is non-reversible. Bond investments in a non-active market are recorded at amortized cost, and are those that do not have public quotes in an active market. If there is objective evidence that a financial asset is impaired, a loss is recognized. If, in a subsequent period, the amount of the impairment loss decreases and the decrease is clearly attributable to an event which occurred after the impairment loss was recognized, the previously recognized impairment loss is reversed to the extent of the decrease. The reversal may not result in a carrying amount of the financial asset that exceeds the amortized cost that would have been determined if no impairment loss had been recognized. Cash dividends acquired from the aforementioned financial assets are recorded under "other non-interest income, net". Stock dividends are not recognized as income but treated as increases in the number of shares held. In addition, if fair value is available and reliably measurable, the aforementioned financial assets should be evaluated by using fair value and reclassified as "available-for-sale financial assets".

16 10 14) Other Financial Assets-Futures Trading Margins and Other Liabilities-Payable to Customers In order to engage in futures transactions, futures traders deposit margins are valued at market price daily, and the spreads are treated as payable to customers. The margins and spreads cannot offset each other unless the client has the same types of accounts. If a debit balance occurs, it shall be recorded as futures deposits receivable, and the Consolidated Company shall claim the receivables from the futures traders. 15) Property, Equipment, Non-operating Assets and Related Depreciation Fixed assets are stated at cost, and major purchases, renewals and improvements are capitalized. Interest expense on acquisition of assets is capitalized and is categorized in related asset accounts. Apart from land, depreciation of fixed assets is calculated on a straight-line basis over the estimated useful lives of the respective assets. Leasehold improvements are amortized over the terms of the leases or useful lives of such improvements. Gains or losses on the disposal of fixed assets are recorded as other non-interest income or losses. Property and equipment under operating leases have been reclassified as non-operating assetsother assets and recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the lease assets, and is recorded as other non-interest losses. Idle assets that are not utilized for operating or any other purpose are transferred as non-operating assetsother assets, and are stated at their net realizable value. Securities foreclosed are recorded under non-operating assets-other assets, and are stated at their net realizable value. Any difference from the original value of the loans and advances is recognized as bad debts. Useful lives for depreciation, which is calculated using the straight-line method, are as follows: Buildings Machinery and equipment Computer equipment Transportation equipment Other facilities 3 to 55 years 3 to 5 years 1 to 8 years 2 to 5 years 1 to 20 years 16) Intangible Assets From January 1, 2007, the Consolidated Company started applying SFAS No. 37 "Intangible Assets". The Consolidated Company recognizes intangible assets at cost. Afterward, the amount recognized includes cost plus appreciation from capital re-evaluation less accumulated amortization and accumulated impairment losses. The cost less residual value of an intangible asset with a finite useful life should be amortized over that life. The amortization method used shall reflect the pattern in which the asset's future economic benefits are expected to be consumed by the entity.

17 11 Intangible assets include goodwill and operating rights, and costs of computer software. Goodwill was carried forward from the acquisition of The Credit Cooperative of Douliou, The Credit Cooperative of Taidong, The Tainan Seventh Credit Cooperative and The Tainan Sixth Credit Cooperative and was recognized as the purchase price less the market value of tangible assets obtained. Goodwill previously was amortized over 10 years using the straight-line method. The difference between the cost of investing in Fuhwa Investment Trust by the Company and the pro-rata share of the investee's net assets was recognized as goodwill, and it was previously amortized over 20 years using the straight-line method. Starting in 2006, in accordance with the newly revised SFAS No. 1 "Conceptual Framework for Financial Accounting and Preparation of Financial Statements" and SFAS No. 5 "Long-Term Investments under Equity Method," goodwill shall not be amortized. The goodwill should also be assessed for impairment annually. Operating rights are recognized as the actual payment amount in excess of the book value of the net assets of the acquired securities firms, and they will be amortized on a straight-line basis over 10 years. Computer software will be amortized on a straight-line basis from three to five years. 17) Deferred Charges Deferred charges have material amounts and have prospective economic benefits. Such deferred charges include corporate bond and convertible bond issuance expense, costs of leasehold improvements, and expense for enterprise resource planning system installation and telephone installation. The corporate bond issuance expense was amortized over the issuance period. The convertible bond issuance expense was amortized over the period between the issuance date and the expiration date of the repurchase agreement. The other accounts are amortized over the prospective benefit periods, from three to five years. Under the circumstances where bondholders redeemed or the Company repurchased convertible bonds from the market before the expiration dates, the remaining deferred charges would be reversed as of the redemption date or the purchase date. Starting from January 1, 2006, the accounting for bond issuance expense should be in accordance with ROC SFAS No. 34 "Financial Instruments: Recognition and Measurement" 18) Asset Impairment The Consolidated Company adopted Statement of Financial Accounting Standards No. 35 (SFAS 35) "Impairment of Assets". In accordance with SFAS No. 35, the Consolidated Company assesses at each balance sheet date whether there is any indication that an asset other than goodwill may have been impaired. If any such indication exists, the Consolidated Company estimates the recoverable amount of the asset, and recognizes impairment loss for an asset whose carrying value is higher than the recoverable amount. The Consolidated Company assesses the cash-generating unit to which goodwill is allocated on an annual basis and recognizes an impairment loss on the carrying value in excess of the recoverable amount. The Consolidated Company may reverse an impairment loss recognized in prior periods for assets other than goodwill if there is any indication that the impairment loss recognized no longer exists or has decreased. The carrying value after the reversal should not exceed the recoverable amount or the depreciated or amortized balance of the assets assuming no impairment loss was recognized in prior periods. Recognized impairment loss for goodwill is not allowed to be reversed.

18 12 19) Deposits by Banks, and Deposits and Remittances Deposits by banks, and deposits and remittances are recorded at the contracted principal amount or the expected value on maturity. 20) Subordinate Financial Debentures Financial debentures are issued and stated at face value, and the interest expenses are computed and recorded at face value multiplied by the stated interest rate every month. The annual fee paid to the Gretai Securities Market is recognized as operating expense. 21) Corporate Bonds Payable The convertible bonds with put options are issued by the Consolidated Company, and the total amount of bonds is calculated based on the issuing price and recorded as liabilities before 2005 (including 2005). The premium, which is the spread between the issuing price and par value, is amortized using the straight-line method from the date of issuance to the expiry date of the put options. The redemption premium, which is the specified put price in excess of par value, is amortized using the interest method over the period from the issuance date of the bonds to the expiry date of the put option and is recognized as interest expense and redemption premium payable. If redemption occurs prior to the expiry date, the remaining redemption premium would be recognized as interest expense at once on the redemption date. When bondholders exercise their conversion rights, the number of shares converted is calculated using the par value of the convertible bonds and conversion price at the conversion date. A common stock exchange certificate will be issued. The convertible bonds in excess of the par value of the convertible common stock, the related redemption premium payable, and the unamortized issuance cost is recognized as capital surplus-stock issuance premium. Whenever corporate bonds are repurchased from the market before expiry, related gain or loss will be recorded in the current period. Starting from January 1, 2006, the Consolidated Company adopted SFAS No. 34 "Financial Instruments: Recognition and Measurement". However, for the corporate bonds payable of the Consolidated Company issued before January 1, 2006, the original principle shall be followed. 22) Reserve for Operations and Liabilities-Reserve for Guarantee Liabilities Reserve for guarantee liabilities is the estimated potential losses based on the ending balances of guarantees and acceptances. According to the abovementioned regulation, the Consolidated Company records reserve (reversal) for guarantee liabilities as other non-interest income, net, and reserve for operations and liabilities. 23) Reserve for Operations and Liabilities-Reserve for Default Losses According to the Rules Governing Administration of Securities Firms (RGASF), % of security transaction trading value must be provided as a contract failure loss provision until the balance of such provision reaches $200,000,000. Such provision can only be used to offset contract losses or other losses as approved by the Securities and Futures Bureau of the Financial Supervisory Commission (SFB, originally named the Securities and Futures Commission of the Ministry of Finance).

19 13 According to the Rules Governing Administration of Futures Firms (RGAFF), 2% of futures transaction trading value must be provided as a contract failure loss provision until the balance of such provision reaches the amount of minimum capital or the amount of the funds for management and operation. Such provision can only be used to offset contract losses or other losses as approved by the SFB. 24) Reserve for Operations and Liabilities-Reserve for Trading Losses According to the RGASF, 10% of the monthly securities trading gains in excess of losses must be provided as a reserve by utilizing the total amount method until the accumulated balance of such provision reaches $200,000 thousand. Such reserve can only be used to offset a loss from trading securities. According to the RGAFF, 10% of the monthly net income of the trading business must be provided as a reserve until the accumulated balance of such provision reaches the amount of minimum capital or the amount of the funds for management and operation. Such reserve can only be used to offset a loss from trading securities. 25) Reserve for Operations and Liabilities-Reserve for Bad Debt In accordance with an SFB ruling, the subsidiaries of the Company that engage in securities, futures, and securities investment trust business must provide 3% of operating revenue as reserve for doubtful accounts. The reserve can be used to write off overdue debt; to write off allowance for devaluation, which is reserved for irregular significant loss caused by holding unprofitable company bonds or other types of investments; or for other situations approved by the SFB for the four consecutive years beginning July 1, If the aforementioned situations do not occur, the allowance provided is recorded as reserve for bad debt. Effective on July 1, 2003, the abovementioned regulation did not apply to the Consolidated Company, and the balance of allowance for doubtful accounts or reserve for bad debt as of June 30, 2003, was required to be retained for writing off nonperforming loans or overdue receivables in the future. 26) Pension Plan Except for Fuhwa Venture Capital, Fuhwa Asset Management, Fuhwa Finance Consulting, Fuhwa I Venture Capital, Fuhwa Lease, Fuhwa Property Insurance Agency, Fuhwa Futures Management, Fuhwa Securities (H.K.) Co., Ltd., Fuhwa Holding (BVI), and Fuhwa Investment Management (BVI), the Consolidated Company has established a defined benefit retirement plan providing for lump-sum retirement benefits to employees who meet retirement requirements. The plan is funded by Fuhwa Securities Finance at 8% of basic salaries, and the contribution is deposited with the Central Trust of China and China United Trust Investment Co. Payments of retirement benefits to employees are charged to the pension fund. The plan is funded by Fuhwa Financial Holdings, Fuhwa Securities, Fuhwa Futures and Fuhwa Capital Management at 2% of monthly salaries, and the contribution is deposited in a designated account with the Central Trust of China. The plan is funded by Fuhwa Bank at 6.9% of salaries, and the contribution is deposited in a designated account with the Central Trust of China. The plan was funded by Fuhwa Securities Investment Trust at 6% of monthly salaries, and the contribution was deposited in a designated account with the Central Trust of China. However, from January 12, 2006, Fuhwa Securities Investment Trust has suspended funding the plan. The pension plan is funded by Fuhwa Life Insurance Agency at 6% of basic salaries from July, 2006, and contribution is deposited in the designated account with

20 14 the Central Trust of China. Payment of retirement benefits to employees is charged to the pension fund. On July 1, 2005, the Labor Pension Act (the New System), which has a defined contribution scheme, became effective. Under the New System, the Company has an obligation to contribute no less than 6% of monthly paid salary to the pension accounts in the Labor Insurance Bureau individually owned by the Company's existing employees who choose to join the New System and employees hired after the effective date. The ending date of the year is the measurement date of the actuarial report for the defined benefit plan. A minimum pension liability is recognized when the accumulated benefit obligation exceeds the fair value of retirement plan assets. Additionally, a profit (loss) was included in net periodic pension cost due to the changes to the pension plan since year The Company recognized the unrecognized net transition obligation and the prior service cost as net periodic pension cost in Fuhwa Securities Finance recognized the unrecognized net transition obligation and the prior service cost as net periodic pension cost in The unrecognized net transition obligation and gain/loss of the pension plan of Fuhwa Securities, Fuhwa Bank, Fuhwa Futures, Fuhwa Capital Management, Fuhwa Securities Investment, Fuhwa Lease, Fuhwa Life Insurance Agency, and Fuhwa Property Insurance Agency are amortized over 15 to 22 years, which is the average remaining service period, by using the straight-line method. Minimum pension liability usually occurs due to the existence of unrecognized prior service cost and unrecognized transitional net assets or net benefit obligation. If the amount of minimum pension liability does not exceed the sum of unrecognized prior service cost and unrecognized transitional net assets or net benefit obligation, then the difference would be charged to the deferred pension cost account; otherwise, the difference shall be charged to the account "net loss not yet recognized as net pension cost". Deferred pension cost is classified as an intangible asset; net loss from unrecognized net pension cost is classified as a reduction of stockholders' equity. For employees subject to the New System, the Company is required to make monthly cash contributions to the employees' individual pension accounts in the Labor Insurance Bureau at the rate of 6% of the employees' monthly wages. The contributions are recognized as pension expenses in the current period. Fuhwa Securities (H.K.) Co., Ltd. did not establish a pension plan. However, Fuhwa Securities (H.K.) Co., Ltd. appropriates a certain amount to a pension fund in accordance with Hong Kong regulations. The actual appropriations are recorded as pension expenses. The remaining subsidiaries did not establish pension plans, thus not recognizing pension costs. The effects of the above are not considered material.