CHAILEASE HOLDING COMPANY LIMITED

Transcription

1 CHAILEASE HOLDING COMPANY LIMITED ( the Company ) Minutes of 2013 Annual General Meeting Time : May 30, 2013, 9:00 a.m. Place : 2 nd Fl.,No. 399 Rueiguang Road, Taipei, Taiwan Present : 713,214,452shares(78.78% of issued shares) Chairman: : Mr. Fong-Long (Albert) Chen Minutes taken by : Ms. Jenny Wu Quorum As a quorum was present, the Chairman called the meeting to order. A. Chairman s Statement (omitted) B. Matters to Report Report No Business Reports. (Please refer to Attachment 1) Report No. 2 Audit Committee s Review Report on the 2012 Financial Statements. (Please refer to Attachment 2) Report No.3 To note the impact of the first-time adoption of IFRSs on the retained earnings and the appropriation of special surplus reserve. Explanation: According to the mandate letters issued by the Financial Supervisory Commission on April 6, 2012, the Company needs to note the impact of the first-time adoption of IFRSs on the retained earnings and the appropriation of special surplus reserve at the shareholders meeting. 1) The retained earnings of the Company decreased by NT$186,664 thousands for the first-time adoption of IFRSs on January 1, 2012 and decreased by NT$541,551 thousands on January 1, ) Due to the decrease in the retained earnings of the Company on the conversion date for the first-time adoption of IFRSs, the Company doesn't need to appropriate special surplus reserve for adoption of IFRSs on January 1, 2013 in accordance with the foresaid mandate letters. 1

2 C. Matters for Adoption Proposal 1: To accept 2012 Business Report and Financial Statements. (Proposed by the Board) Explanation: Chailease Holding Company Limited s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders equity, and statement of cash flows, were audited by independent auditors, Ms. Lin Wan-Wan and Ms. Chen, Yi-Chun the partners of KPMG, Taipei. Also Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee of Chailease Holding Company Limited. The 2012 Business Report, independent auditors audit report, and the above-mentioned Financial Statements are attached as Attachment 1and Attachment 3. Voting Results: 727,589,205 shares were represented at the time of voting;623,173,433shares voted for the proposal,representing 85.64% of the total represented shares present; 626shares voted against the proposal, representing % of the total represented shares present;104,415,146 votes were either invalidly cast or abstained, representing 14.36% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 2: To approve the Proposal for Distribution of 2012 Profits. (Proposed by the Board) Explanation: The Company s operating result of the year 2012 generated a net profit of NT$4,141,047,030. The Company proposes the profit distribution proposal of 2012 as follows: 1) To set aside the special surplus reserve of NT$64,864,800 as required by the Article 41 of the Securities and Exchange Act. 2) To pay a cash dividend per share of NT$2 totaling NT$1,810,600,756. 3) To pay a stock dividend per share of NT$ 1 totaling NT$905,300,370 by issuing 90,530,037 common share. 4) Distribution and Appropriation of retained earnings for the year 2012 is attached as Attachment 4. It is proposed to authorize the Board of Directors to determine the ex-dividend date and ex-right date. Voting Results: 727,589,205 shares were represented at the time of voting;624,634,433shares voted for the proposal,representing 85.84% of the total represented shares present; 626shares voted against the proposal, representing % of the total 2

3 represented shares present;102,954,146 votes were either invalidly cast or abstained, representing 14.16% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. D. Matters for Discussion Proposal 1: Proposal for a new share issue through capitalization of retained earnings. (Proposed by the Board) Explanation: For the needs of future business development, it is proposed to allot NTD 905,300,370 from unappropriated retained earnings for capitalization and issue 90,530,037 new shares with NTD10 par value as stock dividends; The Company will pay a stock dividend of 100 shares to every 1,000 shares ("Dividend Ratio") in proportion to the shareholdings shown on the shareholder register as of the ex-right date, which will be issued at NTD10 par value. For fractional shares, the shareholders may make an application with the Company's stock agent for aggregating their fractional shares into one share within five days of the ex-right date; provided, however, that if there are any fractional shares left, the Company will pay cash in NTD, rounded down to NTD1, in lieu of stock dividends and the Chairman of the Board of Directors ("Chairman") is authorized to allot such fractional shares for subscription by designated persons. The total issued and outstanding common shares of the Company after the proposed capitalization will be increased from 905,300,378 shares to 995,830,415 shares. The shareholder s rights and obligations of the new shares to be issued shall rank pari passu in all respects with the issued and outstanding common shares of the Company. Upon approvals of the Annual Shareholders Meeting and relevant competent authorities, it is proposed to authorize the Board of Directors to determine the ex-right date. It is proposed to authorize the Chairman to handle all matters relating to the proposed capitalization depending on actual needs or accommodating the competent authority's requirement to make any change thereto. Voting Results: 727,589,205 shares were represented at the time of voting;625,974,736 shares voted for the proposal,representing 86.03% of the total represented shares present; no votes were cast against the proposal;101,614,469 votes were either invalidly cast or abstained, representing 13.97% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 2: To revise the Rules and Procedures of Shareholders Meeting. (Proposed by the Board) Explanation: To meet the latest sample template for the Rules of Procedure for Shareholders Meetings 3

4 announced by TSE on February , it is proposed to amend the article 6, 7,9,12 and 13 of the Company s Rules and Procedures of Shareholders Meeting. Comparison Table for Amendments to the Rules and Procedures of Shareholders Meeting is attached as Attachment 5. Voting Results: 727,589,205 shares were represented at the time of voting;624,489,736 shares voted for the proposal,representing 85.82% of the total represented shares present; 16,000 shares voted against the proposal, representing 0.002% of the total represented shares present;103,083,469 votes were either invalidly cast or abstained, representing 14.17% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 3: To revise the Processing Procedures for the Acquisition and Disposal of Assets. (Proposed by the Board) Explanation: The subject amendments are to comply with the regulatory requirements by Taiwan competent authority and to accommodate the needs of business development. The main amendments are summarized as follows: 1) Equipment purchased for rent and sales is included in the applicable scope. (revised) 2) To add an Article to define the specific terms used in the Procedure. (added) 3) To adopt the definition of IFRSs for related-party and the Subsidiary (added ) 4) The authority delegated for the transaction of other fixed assets, membership, intangible assets, and other assets are expressed by NTD instead of USD. ( revised ) 5) To empower the Chairman to approve a single transaction for the acquisition or disposal of business-use machinery and equipment between the Company and its subsidiaries within NT$300 million. (added) 6) As required by the Article 41 of the Securities and Exchange Act, the Company shall set aside a special surplus reserve for the real property transaction between the investee under the equity method and the related party (added) 7) To set the principle of approval for the Audit Committee or the Board of Directors on the material acquisition or disposal of assets transaction (added) 8) To reorder the Articles of the Procedure according to the Regulations issued by Taiwan competent authority. (revised) Comparison Table for Amendments to Processing Procedures for the Acquisition and Disposal of Assets is attached as Attachment 6. Voting Results: 727,589,205 shares were represented at the time of voting;624,505,736shares voted for the proposal,representing 85.83% of the total represented shares present; no votes were cast against the proposal;103,083,469 votes were either invalidly cast 4

5 or abstained, representing 14.17% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 4: To amend the Company s Procedures for Engaging in Derivatives Trading. (Proposed by the Board) Explanation: The subject amendments are to comply with the regulatory requirements by Taiwan competent authority and to accommodate the needs of business development. The main amendments are summarized as follows: 1) To adopt the IFRSs accounting processing for the derivatives trading (Article 3) 2) To remove the loss limit of the non-hedging derivatives trading and to add the loss limit of hedging derivatives trading. (Article 3) 3) To add the procedure for the Company to correct the announcement and the procedure for the Subsidiaries to report the relevant announcement information. (Article 5 and Article 12) The revised Procedures for Engaging in Derivatives Trading thereof shall be submitted at the Shareholders' Meeting for approval. Comparison Table of Amendments to Procedures for Engaging in Derivatives Trading is attached as Attachment 7. Voting Results: 727,589,205 shares were represented at the time of voting;624,505,736shares voted for the proposal,representing 85.83% of the total represented shares present; no votes were cast against the proposal;103,083,469 votes were either invalidly cast or abstained, representing 14.17% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 5: To revise the Operational Procedures for Loaning Funds to Others. (Proposed by the Board) Explanation: To comply with the latest Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies announced by Financial Supervisory Commission, Executive Yuan (FSC) on 6 July 2012, the original Operational Procedures for Loaning Funds to Others shall be revised or added. The main amendments are summarized as follows: 1) To unify and redefine the terms of the Operational Procedures. (revised) 2) To formulate the amount limit and the duration term of Inter-company loans between 5

6 overseas Subsidiaries (added) 3) To set the principle of minimum lending rate (added) 4) The Company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose the relevant information in the financial reports, and provide certified public accountants with relevant information for implementation of necessary audit procedures (added) The revised Operational Procedures for Loaning Funds to Others thereof shall be submitted at the Shareholders' Meeting for approval. Comparisons Tables of Amendments to Operational Procedures for Loaning Funds to Others is attached as Attachment 8. Voting Results: 727,589,205 shares were represented at the time of voting;624,505,736shares voted for the proposal,representing 85.83% of the total represented shares present; no votes were cast against the proposal;103,083,469 votes were either invalidly cast or abstained, representing 14.17% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 6: To amend the Company s Operational Procedures for Endorsements/Guarantees for Others". (Proposed by the Board) Explanation: To comply with the latest Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies announced by Financial Supervisory Commission, Executive Yuan(FSC) on 6 July 2012, the original Operational Procedures for Endorsements/Guarantees for Others shall be revised or added The main amendments are summarized as follows: 1) To unify and redefine the terms of the Operational Procedures. (revised) 2) To empower the Chairman to approve a single endorsement/ guarantee within NT$3 billion. (added) 3) When the Company makes an endorsement/ guarantee, the Company shall take into full consideration each independent director s opinion; and shall record the opinion in Minutes of the Board of Directors Meeting. (added) 4) The Company shall evaluate or record the contingent loss for endorsements/guarantees, and shall adequately disclose information on endorsements/guarantees in the financial reports, and provide certified public accountants with relevant information for implementation of necessary audit procedures. (added) The revised Operational Procedures for Endorsements/Guarantees for Others thereof shall be submitted at the Shareholders' Meeting for approval. Comparisons Table of Amendments to Operational Procedures for 6

7 Endorsements/Guarantees for Others is attached as Attachment 9. Voting Results: 727,589,205 shares were represented at the time of voting;622,646,736 shares voted for the proposal,representing 85.57% of the total represented shares present; 1,000 shares voted against the proposal, representing % of the total represented shares present;104,941,469 votes were either invalidly cast or abstained, representing 14.42% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. Proposal 7: Proposal of release the prohibition on Directors and Independent Directors from participation in competitive business. (Proposed by the Board) Explanation: This proposal is to comply with the Article 109 of the Articles of Association of the Company which provides that A director who does anything for himself or on behalf of another person that is within the scope of the company s business shall declare the essential contents of such behavior to the general meeting and be approved by Supermajority Resolution. The resolution to release the non-compete obligation of Directors (including Independent Directors) has been adopted in the Company s general meeting in 2012; however, some of them conducted new business afterwards. It is hereby proposed pursuant to Article 109 of the Articles of Association of the Company for approval by the Board of Directors that the director (including the independent director) and its representative (in case of corporate director) be released from non-compete obligation if he participates in operation of other companies which are not the subsidiaries of the Company List of Directors New Positions is attached in this Handbook, Attachment 10. Voting Results: 727,589,205 shares were represented at the time of voting;621,035,510 shares voted for the proposal,representing 85.35% of the total represented shares present; 1,613,226 shares voted against the proposal, representing 0.22% of the total represented shares present;104,940,469 votes were either invalidly cast or abstained, representing 14.43% of the total represented shares present RESOLVED, that the above proposal be and hereby was approved as proposed. E. Any Other Special Motion for Discussion No other motion was proposed, and the Chairman declared the meeting closed. 7

8 Attachment 8

9 Attachment Business Report Stronger and More Solid Growth for Chailease in was a bumper year for Chailease Holding. Annual profits grew by 69.18%, compared to the previous year and we had a strong finish to the year, with revenues in December 2012 achieving a monthly historic high of NT$2.244 billion. China Most notable last year was Chailease s performance in China. In 2012, the percentage of the total Chailease group profits attributable to China continued to increase substantially. The contribution of the Chinese market share is expected to continue to grow. For 2013, China continues to maintain steady overall economic growth, as well as strong GDP and capital investment growth. This favorable overall environment is expected to benefit Chailease and profits from China for 2013 are projected to surpass those of Chailease remains focused on a growth strategy in China to increase its points of presence in first and second-tier cities. We have more than 6,500 clients in China, approximately 90% of which are Chinese enterprises. In the future, we aim to increase our focus on a strategy of localization, in addition to continuing an annual expansion of 3 to 5 new branches. Our entire China market will also be divided into five main regions: East, North, Central, Southeast and Southwest, and in-depth industrial district surveys will be performed in each region. At the same time, manpower will be increased at branches which have already been established for at least 4 to 5 years in order to expand the scope of the operations in China. Chailease has already accumulated a strong first-mover advantage in China, and we are committed to the continued expansion of our operational footprint, and lead the competition in terms of dedication to our internal control system and localized manpower training. As the foundations are laid in China, Chailease will strive to replicate the business model which has been so successful in Taiwan, i.e. expanding the product line to include factoring (accounts receivable financing), insurance brokerage, and corporate long-term car rental services, in addition to offering traditional services such as industrial machinery and equipment financing. Taiwan 9

10 Chailease was founded in Taiwan where it has thrived for thirty-six years and boasts numerous branches offering innovative services. Since its inception, Chailease has provided services to its SME customer base, which includes enterprises at varying stages of development with diverse capital requirements. Chailease continues to launch a variety of innovative goods and services, and now has more than 42% of the leasing market share in Taiwan. As the industry leader, Chailease aims to strengthen brand competitiveness by offering more innovative, diversified and value-added products, in addition to providing heartfelt, attentive service to clients. Services and Products Owing to Chailease s extensive experience in providing services to SMEs, at times we can predict what financing services clients will need before they even request it. The best example of this is green financing, a tripartite combination of technical assessment, manufacturing equipment, and energy-saving profit sharing, which assists enterprises in pursuing sustainable development and simultaneously allows them to support the growing green energy industry. After launching green financing, Chailease not only won wide praise, but also amassed invaluable experience with suppliers from various fields. This year, Chailease will launch its one-stop shopping cloud platform, which includes an integration of hardware and software, communications, and data storage. Due to Chailease s impressive track record and unrivaled strategic vision, every new service we introduce is marked with much fanfare. We are thus confident that the launch of our innovative new products and services will be even more successful than ever before. ASEAN Market For 2013 and 2014, in addition to increasing profits in the Greater China market, we also aim to make gains through the rapid rise of the ASEAN region will be an especially important year because ASEAN s goal of regional economic integration will have been realized, allowing us to accelerate our development in the region. Chailease currently has four locations in Thailand and two in Vietnam. Thailand, in addition to being ASEAN s opinion leader, is also a world-class electronics and automobile manufacturer; moreover, its government policies encourage investment. For these reasons, this year we plan to increase our business base in Thailand to expand the size of our market share. We aim to accelerate the growth of 10

11 our total assets in Thailand, thereby enabling it to become one of the major future growth engines to incrementally drive the comprehensive development of Chailease in the ASEAN region. Corporate Social Responsibility and Sustainability In recent years, Chailease has made countless social contributions. In 2004, we established a charity foundation and a youth career counseling program. In 2011, we began organizing an SME forum which brings together successful small business owners who make their vast knowledge and expertise available to other SMEs. Additionally, to fulfill our environmental responsibilities as global citizens, Chailease has successfully introduced technology and equipment to help clients save energy and reduce carbon emissions, and in the future we will begin providing solar power financing services. Outlook for 2013 In 2012, Chailease exceeded performance expectations, and has already begun to attract the attention of numerous global institutional investors. Positive reactions from our regional market segments confirm the effectiveness of Chailease s precise market positioning strategy. This year, driven by the momentum of a multifaceted approach to growth, Chailease will continue striving to outperform the GDP growth rate in each of its major markets. Thus, Chailease will continue the expansion of existing products and services, in addition to increasing efforts to gain widespread customer acceptance of new services, all toward the ultimate goal of meeting our 2013 growth objectives for shareholders. Aided by the modest recovery of the global economy, I am confident that for 2013 this strong growth momentum can be sustained to achieve even better results in our three major markets: China, Taiwan and ASEAN. 11

12 Attachment 2 Chailease Holding Company Limited Audit Committee s Report The Board of Directors has prepared the Company s 2012 Business Report, Financial Statements, and proposal for allocation of profits. The CPA, Ms. Wan Wan Lin and Ms.Yi Chun, Chen of KPMG were retained to audit Chailease Holding Company Limited s Financial Statements and has issued an audit report relating to the Financial Statement. The Business Report, Financial Statements, and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit committee members of Chailease Holding Company Limited. According to Article 14-4 of the Securities and Exchange Act, we hereby submit this report. Chailease Holding Company Limited Chairman of the Audit Committee: Dar-Yeh Hwang March 26,

13 (English Translation of Financial Report Originally Issued in Chinese) INDEPENDENT ACCOUNTANTS AUDIT REPORT Attachment 3 The Board of Directors of Chailease Holding Company Limited We have audited the accompanying consolidated balance sheets of Chailease Holding Company Limited (the Company ) and its subsidiaries ( the Group ) as of December 31, 2012 and 2011, and the related consolidated statements of income, consolidated changes in stockholders equity, and consolidated statements of cash flows for the years then ended. These consolidated financial statements are the responsibility of the Group s management. Our responsibility is to issue a report on these consolidated financial statements based on our audits. We conducted our audits in accordance with Rules Governing Auditing and certification of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, evidences supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audit, the consolidated financial statements referred to the first paragraph present fairly, in all material respects, the financial position of Chailease Holding Company Limited and its subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their consolidated cash flows for the years then ended in conformity with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers and accounting principles generally accepted in the Republic of China. KPMG CPA: Wan Wan, Lin Yi Chun, Chen Taipei, Taiwan, R.O.C. March 26, 2013 Note to Readers The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such financial statements are those generally accepted and applied in the Republic of China. The independent accountants report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of, the English and Chinese language independent accountants report and financial statements, the Chinese version shall prevail. 13

14 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Balance Sheets December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars) ASSETS December 31, 2012 December 31, 2011 Amount % Amount % Current assets Cash and cash equivalents (Notes (2), (4)(a) and (5)) $ 10,131, ,558,070 5 Financial assets at fair value through profit or loss current 236, ,841 - (Notes (2) and (4)(b)) Held-to-maturity financial assets current (Notes (2) and (4)(b)) 1,997, ,000 - Accounts receivable, net (Notes (2), (4)(d) and (5)) 5,164, ,155,618 4 Installment sales receivable, net (Notes (2) and (4)(e)) 37,441, ,995, Capital leases receivable, net (Notes (2), (4)(f) and (5)) 44,829, ,254, Loans, net (Notes (2), (4)(g), (5) and (6)) 17,495, ,884,462 9 Other receivables (Notes (2) and (5)) 1,142, ,662 1 Other financial assets current (Note (6)) 5,515, ,142,620 4 Costs and estimated earnings in excess of billings on uncompleted contracts (Notes (2), (4)(j),(5) and (6)) 970, ,924 - Other current assets (Notes (2), (4)(h), (4)(r) and (5)) 2,660, ,925, ,584, ,864, Funds and Long-term Investments Long-term investments under the equity method 7,062-1,243 - (Notes (2), (4)(i) and (6)) Financial assets at fair value through profit or loss - non-current 1,791, ,838,291 1 (Notes (2), (4)(b) and (4)(c)) Other financial assets non-current (Notes (2), 4(k), (5) and (6)) 2,179, ,959,921 2 Held-to-maturity financial assets non-current 490, (Notes (2) and (4)(b)) Financial investments carried at cost non-current 1,436, ,445,986 1 (Notes (2), (4)(b), (5) and (6)) 5,905, ,245,441 4 Property and Equipment (Notes (2), (4)(l), (4)(m),(5) and (6)) Land 45,892-95,064 - Buildings 132, ,904 - Transportation equipment 100,971-95,379 - Miscellaneous equipment 571, ,387 - Assets held for lease 11,664, ,717, Leasehold improvements 99,431-84,817-12,615, ,672, Less: Accumulation depreciation (4,123,305) (2) (5,103,279) (4) Less: Accumulation impairment (2,161,900) (1) (2,962,281) (2) Prepayments for equipment 3,378-3,418-6,333, ,610,284 6 Intangible Assets 23,087-24,669 - Other Assets Long-term installment sales receivable, net (Notes (2), (4)(e) 17,058, ,241, Long-term capital leases receivable, net (Notes (2) and (4)(f)) 7,045, ,627,901 5 Long-term loans, net (Notes (2), (4)(g) and (6)) 1,884, ,035,045 1 Other assets (Notes (2) and (4)(r)) 957, ,069, ,946, ,973, TOTAL ASSETS $ 166,792, ,718,

15 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Balance Sheets December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars) LIABILITIES AND STOCKHOLDERS S EQUITY December 31, 2012 December 31, 2011 Amount % Amount % Current Liabilities Short-term debts (Notes (4)(n), (5), and (6)) $ 32,055, ,361, Short-term bills payable, net (Notes (4)(o) and (6)) 18,987, ,469,447 9 Financial liabilities at fair value through profit or loss 5, current (Notes (2) and (4)(b)) Derivative financial liabilities for hedging - current 11,396-15,988 - (Notes (2) and (4)(b)) Accounts and notes payable 1,772, ,312,484 2 Income tax payable 673, ,271 - Other financial liabilities current (Note (5)) 2,090, ,530,520 1 Billings for land and buildings (Notes (2) and (4)(j)) 302, ,091 - Current portion of long-term debts (Notes (4)(n), (4)(p), 44,748, ,367, (5), and (6)) Other current liabilities 1,149, ,982 1 Guarantee deposits 13,566, ,364, ,363, ,080, Long-Term Liabilities Bonds payable (Notes (4)(p), (5), and (6)) 6,948, ,175,290 4 Long-term debts (Notes (4)(n), (5), and (6)) 15,197, ,342, Other financial liabilities non-current 2,264, ,862, ,410, ,379, Other Liabilities Other liabilities (Notes (4)(l), (4)(q), and (4)(r)) 1,166, ,183 1 Total Liabilities 140,939, ,362, Stockholders' Equity (Notes (2) and (4)(s)) Common stock 9,053, ,853,004 6 Capital surplus Additional paid-in capital 9,387, ,623,522 3 Long-term investments under equity method 26,006-70,898 - Retained earnings Undistributed earnings 5,699, ,364,429 3 Other adjustments to stockholders equity Cumulative translation adjustment (30,414) - 199,033 - Unrecognized pension cost (23,055) - (16,045) - Unrealized loss on financial instruments (11,396) - (15,974) - 24,100, ,078, Minority interests 1,752, ,277,552 1 Total Stockholders equity 25,852, ,356, Commitments and contingencies (Notes (5) and (7)) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 166,792, ,718,

16 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Income For the years ended December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars, Except for Share Data) For the years ended December 31, Amount % Amount % Operating revenue Sales revenue $ 2,632, ,063,537 6 Interest revenue - installment sales 4,643, ,022, Interest revenue - capital leases 6,114, ,885, Rental revenue - operating leases 2,901, ,551, Interest revenue - others 1,211, ,120 6 Interest revenue - loans 1,031, ,131 5 Construction revenue 556, ,009 - Commission -revenue 252, ,067 1 Others 2,741, ,243, ,085, ,769, Operating costs Costs of goods sold (2,415,197) (11) (990,452) (6) Interest expense (Note (4)(j),(5)) (3,758,898) (17) (2,946,170) (18) Costs of operating leases (Note (4)(m)) (2,596,324) (12) (3,748,702) (22) Construction cost (380,379) (2) (44,154) - Others (529,681) (2) (384,419) (2) (9,680,479) (44) (8,113,897) (48) Gross Profit 12,404, ,655, Operating Expenses (Notes (4)(l) and (5)) (7,089,563) (32) (4,922,674) (30) Operating Profit 5,315, ,732, Non-Operating Revenue and Gains Interest income 169, ,681 1 Investment income recognized under equity method (Notes (2) and (4)(i)) Dividend income 29,995-30,280 - Gain on disposal of assets (Note (4)(h)) 194, ,481 - Gain on disposal of investments 1,329-2,541 - Others (Note (5)) 789, , ,184, ,534 3 Non-Operating Expenses and Losses Interest expense (Note (4)(j)) (206,724) (1) (138,209) (1) Loss on disposal of assets (Note (4)(m)) (30,690) - (89,610) (1) Impairment loss (Notes (2), (4)(b) and (4)(h)) (8,192) - (51,659) - Loss on valuation of financial assets (Notes (2) and (4)(b)) (21,293) - (85,844) - Loss on valuation of financial liabilities (Notes (2) and (4)(b)) (4,275) - (757) - Others (5,022) - (7,624) - (276,196) (1) (373,703) (2) Consolidated Income before Income Tax 6,223, ,838, Income Tax Expense (Notes (2) and (4)(r)) (1,833,981) (8) (1,202,172) (7) Consolidated Net Income $ 4,389, ,636, Attributable to Stockholders of the Company $ 4,141, ,447, Minority interests 248, ,948 1 $ 4,389, ,636, Before Income tax After Income tax Before Income tax After Income tax Earnings per share attributable to parent company (NT dollars) (Notes (2) and (4)(u)) $

17 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity For the years ended December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars) Common Stock Capital Surplus Retained Earnings Undistributed Earnings Cumulative Translation Adjustment Equity adjustment Unrecognized pension cost Unrealized Gain or Loss on Financial Instruments Minority Interests Total Balance as of January 1, 2011 $6,910,684 3,714,991 1,737,951 (312,994) (10,195) (13,571) 1,225,986 13,252,852 Capital increase in cash 942, , ,850,851 Net consolidated income for the year ended December 31, ,447, ,948 2,636, earnings distribution and appropriation : Cash dividends - - (821,212) (821,212) Cumulative translation adjustment to long-term equity investments , ,027 Changes in minority interests (137,382) (137,382) Recognition of change in investee companies' stockholders' equity - 70, (5,850) (2,403) - 62,645 Balance as of December 31, 2011 $ 7,853,004 4,694,420 3,364, ,033 (16,045) (15,974) 1,277,552 17,356,419 Capital increase in cash of minority interests , ,812 Capital increase in cash 1,200,000 4,763, ,963,947 Net consolidated income for the year ended December 31, ,141, ,462 4,389, earnings distribution and appropriation : Cash dividends - - (1,806,191) (1,806,191) Changes in hedges of a net investment in a foreign operation , ,243 Unrealized translation gains from loans of foreign operation , ,168 Cumulative translation adjustment to long-term equity investments (337,858) (337,858) Changes in minority interests (334,748) (334,748) Recognition of change in investee companies' stockholders' equity - (44,892) - - (7,010) 4,578 - (47,324) Balance as of December 31, 2012 $ 9,053,004 9,413,475 5,699,285 (30,414) (23,055) (11,396) 1,752,078 25,852,977 17

18 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars) For the years ended December 31, Cash flows from operating activities Consolidated net income $ 4,389,509 2,636,638 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,864,069 2,198,381 Compensation costs on stock received by the employees - 70,933 Investment income recognized under equity method (111) (109) Cash dividends received from long-term investments at equity method (Gain) loss on sale, disposal and retirement of assets, net (18,833) 53,043 Gain on disposal of foreclosed assets (143,050) - Gain on disposal of investments (1,329) (2,541) Loss on valuation of financial instruments 25,568 86,601 Impairment loss on loans and receivables 1,950, ,636 Impairment loss on fixed assets, leased assets and investments 885,738 1,741,831 Amortization of unrealized gain on leaseback transactions (100,288) (100,288) Cumulative translation adjustments realized 122,632 - Loss on sale of financial assets - 9,533 Change in operating assets and liabilities: Financial assets at fair value through profit or loss - current 30,000 33,673 Costs and estimated earnings in excess of billings on (331,953) (104,236) uncompleted contracts Other current assets (441,946) (943,381) Other financial assets - current - 18,962 Prepaid pension cost Other financial liabilities - current 575, ,897 Other current liabilities 497, ,075 Deferred income tax assets and liabilities, net 223,391 42,434 Other liabilities 50,793 68,113 Other unrealized interest revenue 2,508,166 4,646,238 Net cash provided by operating activities 12,086,031 12,330,233 Cash flows from investing activities: Increase in accounts receivable (373,110) (3,436,395) Increase in installment sales receivable (22,710,047) (18,445,596) Increase in capital leases receivable (15,748,131) (25,692,101) Proceeds from financial assets securitization 11,134,550 10,885,123 Increase in -loans, net (4,576,627) (5,929,578) Increase in other receivables (363,354) (194,724) Increase in financial assets carried at cost - non-current (1,137) (115,030) Increase in available-for-sale financial assets - (843) Increase in held-to-maturity financial assets current (1,717,100) (280,000) Increase in held-to-maturity financial assets non-current (490,000) - Proceeds from return of capital by investee 320 6,416 (Decrease) increase in notes and accounts payable (481,024) 1,194,673 Increase in long-term investments under equity method (5,914) - Purchase of property and equipment (2,127,303) (1,909,496) Proceeds from sales of property and equipment 1,586,666 1,373,024 Proceeds from sales of investments 2, ,684 Increase in restricted assets (447,615) (2,680,140) Purchase of intangible assets (2,065) (3,389) Increase in other financial assets - non-current (115,075) (15,348) Increase in other assets (23,553) (75,078) Net cash used in investing activities (36,457,890) (44,471,798) 18

19 (English Translation of Financial Report Originally Issued in Chinese) CHAILEASE HOLDING COMPANY LIMITED AND ITS SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2012 and 2011 (Amounts Expressed in Thousands of New Taiwan Dollars) For the years ended December 31, Cash flows from financing activities: Increase in short-term debts $ 4,751, ,003 Increase in short-term bills payable 7,342,820 4,834,421 Increase in guarantee deposits received 3,919,908 3,849,322 Increase in bonds payable 6,521,738 4,100,000 Increase in long-term debts 75,430,085 35,262,926 Repayment of long-term debts (74,070,962) (15,739,061) Cash dividends paid (1,806,185) (821,212) Capital increase in cash 5,963,947 1,850,851 Cash dividends paid to minority interests (116,122) (121,829) Changes in minority interests (225,770) - Subsidiaries capital increase in cash by minority interests 560,812 - Net cash provided by financing activities 28,271,763 33,816,421 Exchange rate effects (326,543) 535,810 Net increase in cash and cash equivalents 3,573,361 2,210,666 Cash and cash equivalents, beginning of year 6,558,070 4,347,404 Cash and cash equivalents, end of year $ 10,131,431 6,558,070 Supplemental disclosures of cash flow information: Cash paid for interest during the year (excluding capitalized interest) $ 4,273,422 3,172,462 Cash paid for income tax during the year $ 1,593, ,343 Non-cash investing and financing activities: Reclassification of current portion of long-term debts $ 44,748,177 32,367,377 19

20 Attachment 4 Chailease Holding Company Limited Distribution and Appropriation of Retained Earnings for the year of 2012 Item Opening balance of retained earnings Net Profit of 2012 Available retained earnings for distribution NTD 1,558,237,972 4,141,047,030 5,699,285,002 Special surplus reserve (64,864,800) Cash dividend-nt$2 per share Stock dividend-nt$1 per share Ending balance of retained earnings (1,810,600,756) (905,300,370) 2,918,519,076 Note: The employees bonus of NT$414,105 and the directors bonus of NT$ 3,312,840 have been estimated as the expense for the year of

21 Chailease Holding Company Limited Comparison Table for the amendments to Rules and Procedure of Shareholders Meeting Attachment 5 Article Article after amendment Article before amendment The Company shall itemize the time, place and any further information for Article 6 The Company shall prepare an attendance book for shareholders registration on the meeting notice to shareholders. The reception shareholders to sign in, or the shareholder present may hand in for shareholders registration shall start at least 30 minutes before the meeting an attendance card in lieu of signing on the attendance book. with specific direction and appropriate staffs arrangement. The Company shall prepare Agenda Handbooks, Annual report, attendance card and voting card for the meeting and the relevant Shareholders attending the Meeting shall have attendance card, sign-in card or materials, which will be sent to or made available to the other certificate of attendance issued by the Company. The proxy Solicitor attending Shareholders. Where voting powers of election of shall provide ID document for verification. directors at a shareholders' meeting are to be exercised, a The Company shall prepare an attendance book for shareholders to sign in, or printed ballot shall also be sent to the shareholders as well. the shareholder present may hand in an attendance card in lieu of signing on Shareholders attending the Meeting shall have attendance card, the attendance book. sign-in card or other certificate of attendance issued by the The Company shall prepare Agenda Handbooks, Annual report, attendance Company. The proxy Solicitor shall provide ID document for card and voting card for the meeting and the relevant materials, which will be verification. sent to or made available to the attending Shareholders. Where voting powers.. of election of directors at a shareholders' meeting are to be exercised, a printed ballot shall also be sent to the shareholders as well... Article 7 If a shareholders meeting is called by the board of directors, the board If a shareholders meeting is called by the board of directors, chairman shall preside at the said shareholders meeting. In case the chairman the board chairman shall preside at the said shareholders 21

22 Article Article after amendment Article before amendment is on leave of absence, or cannot exercise his powers and authority, the vice meeting. In case the chairman is on leave of absence, or cannot Article 9 chairman shall act in lieu of him. If there is no vice chairman, or the vice exercise his powers and authority, the vice chairman shall act in chairman is also on leave of absence, or cannot exercise his powers and lieu of him. If there is no vice chairman, or the vice chairman is authority, the chairman shall designate a managing director to act in lieu of also on leave of absence, or cannot exercise his powers and him; if there is no managing director, the chairman shall designate a director authority, the chairman shall designate a managing director to to act in lieu of him. If the chairman does not designate a director, the act in lieu of him; if there is no managing director, the chairman managing directors or directors shall elect one from among themselves to act shall designate a director to act in lieu of him. If the chairman in lieu of the chairman. If the other director acts for the board chairman as the shareholders meeting chairman, he/she shall be a director or the representative of an institutional director who is holding a post at least 6 months and familiar with the financial and business of the company. does not designate a director, the managing directors or directors shall elect one from among themselves to act in lieu of the chairman.... The process of the Meeting shall be tape recorded or videotaped The whole process of the Meeting including shareholders registration, report, and these tapes shall be preserved for at least one year. If discussion and voting shall be audio and video recorded continually and these litigation occurs regarding any matter resolved by the meeting recordings shall be preserved for at least one year. If litigation occurs and procedures, the relevant audio or video recordings shall regarding any matter resolved by the meeting and procedures, the relevant continue to be retained until the litigation is concluded. The audio or video recordings shall continue to be retained until the litigation is recording may be performed by means of electronic concluded. The recording may be performed by means of electronic transmission. transmission. Article 12. Vote counting for proposed or elected matter shall be conducted in public at The results of resolution(s) shall be announced in the meeting, 22

23 Article Article after amendment Article before amendment the place of the meeting. The results of resolution(s) including its poll shall be and recorded in the meeting minutes. announced on-site immediately at the meeting, and recorded in the meeting minutes. Article Where there is a proposal for election or discharge of directors in a general Where there is a proposal for election of directors in a general meeting shall be conducted in accordance with the Company s Articles of meeting shall be conducted in accordance with the Company s Association and the Rules for election of Directors, and the results of the Articles of Association, and the results of the election should be election including the names list and its poll should be announced on-site at announced by the Chairman at the meeting. the meeting... 23

24 Chailease Holding Company Limited Comparison Table for the Amendments to Processing Procedures for the Acquisition and Disposal of Assets Attachment 6 Article after Amendment Article 2 The term assets as used in the Procedures includes the following: 2. Real property and other fixed assets. (Note: If a business that engages in construction business, fixed assets shall include inventory.) Article before Amendment Article 2 The term assets as used in the Procedures includes the following: 2. Real property and other fixed assets,. (Note: If a business that engages in construction business, fixed assets shall include inventory.) but does not include equipment that are purchased for rent and sales.) Article 3 Terms used in the Procedures are defined as follows: 1. Derivatives : Forward contracts, options contracts, futures contracts, leverage contracts, swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) agreements. 2. Assets acquired or disposed through mergers, demergers, acquisitions, or share transfer in accordance with Acts of law : Refers to assets acquired or disposed through mergers, 24

25 Article after Amendment demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other Acts, or share transfer through issuance of new shares under Article 156, paragraph 6 of the Company Act. 3. "Related party": As defined in Statement of Financial Accounting Standards No. 6 published by the ROC Accounting Research and Development Foundation (hereinafter "ARDF") and International Financial Reporting Standards No. 24. as a transition phase, the definition from both standards shall apply. 4. "Subsidiary": As defined in Statements of Financial Accounting Standards Nos. 5 and 7 published by the ARDF and International Financial Reporting Standards No "Professional appraiser": Refers to a real property appraiser or other person duly authorized by an act of law to engage in the value appraisal of real property or other fixed assets. 6. "Date of occurrence": Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, date of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the Competent Authority is required, the earlier of the above date or the date of receipt of approval by the Competent Authority shall apply. Article before Amendment 25

26 Article after Amendment 7. "Mainland China area investment": Refers to investments in the mainland China area approved by the Ministry of Economic Affairs Investment Commission or conducted in accordance with the provisions of the Regulations Governing Permission for Investment or Technical Cooperation in the Mainland Area. 8. "Latest financial statement": Refers to the financial statements of the Company audited or reviewed by certified public accountant ( CPA ) which has been published in accordance with applicable regulation before the subject acquisition or disposal of assets. Article before Amendment Article 5 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant s opinions, attorney s opinions, or underwriter s opinions shall not be a related party of any party to the transaction. Article 22 Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant s opinions, attorney s opinions, or underwriter s opinions shall not be a related party of any party to the transaction. Article 7 2. Terms and conditions of the transaction and level of authorization (3) Transaction of other fixed assets: the handling department shall clearly state the reasons, trading price and payment terms for the transaction, for single transaction amount below NT$9,000,000, the case shall be submitted to the Article 4 The decision on the Company s acquiring, disposing and trading terms of assets shall be handled according to the following operation procedure: 4. Transaction of other assets (include other fixed assets, membership cards, intangible assets, and other important assets): the handling department shall clearly state the reasons, trading price and payment terms for the transaction, 26