E SUN Financial : 2023 Report

E.SUN Financial Holding Company, Ltd. and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022 and Independent Auditors' Report

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The entities required to be included in the combined financial statements of E.SUN Financial Holding Company, Ltd. as of and for the year ended December 31, 2023 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standard 10, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, E.SUN Financial Holding Company, Ltd. and subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

E.SUN FINANCIAL HOLDING COMPANY, LTD.

By

JOSEPH N. C. HUANG

Chairman

March 15, 2024

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INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders

E.SUN Financial Holding Company, Ltd.

Opinion

We have audited the accompanying consolidated financial statements of E.SUN Financial Holding Company, Ltd. (ESFHC) and its subsidiaries (collectively, the "Company"), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the "consolidated financial statements").

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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The key audit matters of the Company's consolidated financial statements for the year ended December 31, 2023 are described as follows:

Assessment of Allowance for Possible Losses on Loans

The Company is engaged principally in providing loans to customers. As of December 31, 2023, the net amount of discounts and loans of the Company represented approximately 57% of total consolidated assets, and is considered material to the consolidated financial statements as a whole. Besides assessing expected credit losses of loans in accordance with IFRS 9 "Financial Instruments", the management of E.SUN Commercial Bank, Ltd. (E.SUN Bank), a subsidiary of ESFHC, complies with the Regulations Governing the Procedures for Banking Institutions to Evaluate Assets and Deal with Non-performing/Non-accrual Loans and related regulations (collectively, the Regulations) when assessing classification of credit assets and recognizing allowance for possible losses. For accounting policies and relevant information about loan impairment assessment of E.SUN Bank, please refer to Notes 4, 5 and 14 to the consolidated financial statements.

We determined the assessment of allowance for possible losses on loans to be a key audit matter for the year ended December 31, 2023 because the assessment made by E.SUN Bank to assess the classification of credit assets and recognize allowance for possible losses in accordance with the Regulations involves critical estimates and judgments.

The main audit procedures we performed in response to certain aspects of the key audit matter described above are as follows:

1. We obtained an understanding of and performed tests on the relevant internal controls in respect of E.SUN Bank's loan impairment assessment.
2. We acquired the loan evaluation form used by management of E.SUN Bank and assessed the allowance for possible losses on credit assets; we tested the completeness of the loan assets.
3. We assessed that the loans of E.SUN Bank were classified in accordance with the definition of the Regulations.
4. We calculated the required provision of allowance for possible losses on loans of E.SUN Bank in order to assess whether it complied with the Regulations.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Financial Holding Companies, Regulations Governing the Preparation of Financial Reports by Public Banks, Regulations Governing the Preparation of Financial Reports by Securities Firms, Regulations Governing the Preparation of Financial Reports by Futures Commission Merchants, and IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the

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Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Chen-Hsiu Yang and Kuan-Hao Lee.

Deloitte & Touche

Taipei, Taiwan

Republic of China

March 15, 2024

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese- language independent auditors' report and consolidated financial statements shall prevail.

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars)

			2023							2022
ASSETS			Amount	%					Amount	%
CASH AND CASH EQUIVALENTS (Notes 4 and 6)	$	67,575,304		2		$	76,217,644	2
DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER BANKS (Notes 4, 7 and 41)			194,590,834		5					152,916,314	4
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 8 and 41)			251,426,462		7					360,749,273	10
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME (Notes 4, 9, 41 and 43)			360,384,015		10				347,716,866	10
INVESTMENTS IN DEBT INSTRUMENTS AT AMORTIZED COST (Notes 4, 10, 15, 41 and 43)			475,610,677		13				401,405,743	12
FINANCIAL ASSETS FOR HEDGING, NET (Notes 4 and 11)			1,583	-					-		-
SECURITIES PURCHASED UNDER RESELL AGREEMENTS (Notes 4 and 12)			8,097,297	-					7,881,831	-
RECEIVABLES, NET (Notes 4, 13 and 40)			141,356,313		4					125,988,674	4
CURRENT TAX ASSETS (Notes 4 and 37)			34,717	-					15,510	-
DISCOUNTS AND LOANS, NET (Notes 4, 14, 15, 40 and 41)			2,063,180,999		57				1,934,791,917		56
OTHER FINANCIAL ASSETS, NET (Notes 4 and 16)			5,443,226	-					4,920,274	-
INVESTMENT PROPERTIES, NET (Notes 4 and 17)			1,752,737	-					1,830,028	-
PROPERTIES AND EQUIPMENT, NET (Notes 4 and 18)			34,665,848		1					34,708,732	1
RIGHT-OF-USE ASSETS, NET (Notes 4 and 19)			7,342,717	-					7,143,707	-
INTANGIBLE ASSETS, NET (Notes 4 and 20)			6,284,027	-					6,109,490	-
DEFERRED TAX ASSETS (Notes 4 and 37)			3,204,981	-					3,418,268	-
OTHER ASSETS, NET (Notes 4, 19, 21 and 30)			17,545,763		1					13,746,203	1
TOTAL		$	3,638,497,500		100	$	3,479,560,474		100
LIABILITIES AND EQUITY
DEPOSITS FROM THE CENTRAL BANK AND OTHER BANKS (Note 22)	$	45,468,695		1		$	72,514,434	2
FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 4, 8 and 27)			87,559,558		3					89,569,651	3
FINANCIAL LIABILITIES FOR HEDGING, NET (Notes 4 and 11)			188,495	-					-		-
SECURITIES SOLD UNDER REPURCHASE AGREEMENTS (Notes 4, 9, 10 and 23)			24,678,722		1					18,495,295	1
COMMERCIAL PAPER ISSUED, NET (Note 24)			9,091,916	-					1,739,403	-
PAYABLES (Notes 25 and 40)			43,078,614		1					37,486,918	1
CURRENT TAX LIABILITIES (Notes 4 and 37)			2,178,297	-					1,895,233	-
DEPOSITS AND REMITTANCES (Notes 26 and 40)			3,021,047,051		83				2,902,599,406		83
BONDS PAYABLE (Note 27)			48,250,000		2					43,850,000	1
OTHER BORROWINGS (Note 28)			382,216	-					3,500,491	-
PROVISIONS (Notes 4, 29 and 30)			1,104,884	-					1,114,461	-
OTHER FINANCIAL LIABILITIES (Notes 17 and 31)			108,218,914		3					99,337,181	3
LEASE LIABILITIES (Notes 4 and 19)			4,617,337	-					4,303,812	-
DEFERRED TAX LIABILITIES (Notes 4 and 37)			2,366,315	-					1,895,421	-
OTHER LIABILITIES (Note 32)			3,842,639	-					4,167,814	-
Total liabilities			3,402,073,653		94				3,282,469,520		94
EQUITY ATTRIBUTABLE TO OWNERS OF ESFHC
Capital stock
Common stock			156,640,000		4					142,751,000	4
Capital surplus
Additional paid-in capital from share issuance in excess of par value			31,418,013		1					22,687,680	1
From treasury stock transactions			3,382,484	-					3,382,484	-
Total capital surplus			34,800,497		1					26,070,164	1
Retained earnings
Legal reserve			18,430,702		-					16,897,898	1
Special reserve			5,531,342	-					1,238,321	-
Unappropriated earnings			22,824,085		1					15,336,000	-
Total retained earnings			46,786,129		1					33,472,219	1
Other equity			(1,978,946)	-					(5,367,107)	-
Total equity attributable to owners of ESFHC			236,247,680		6					196,926,276	6
NON-CONTROLLING INTERESTS			176,167	-					164,678	-
Total equity			236,423,847		6					197,090,954	6
TOTAL	$	3,638,497,500		100	$	3,479,560,474		100
The accompanying notes are an integral part of the consolidated financial statements.

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

												Percentage
												Increase
	2023				2022				(Decrease)
		Amount	%				Amount	%		%
INTEREST REVENUE (Notes 4, 33
and 40)	$ 84,436,464	127		$ 53,853,990	98		57
INTEREST EXPENSE (Notes 4, 33
and 40)	(55,336,285)	(83)	(24,235,627)	(44)	128
NET INTEREST	29,100,179	44		29,618,363	54		(2)
NET REVENUES AND GAINS OTHER
THAN INTEREST
Service fee and commission income,
net (Notes 4, 34 and 40)	21,518,021	32		19,279,510	35		12
Gains on financial assets and liabilities
at fair value through profit or loss
(Notes 4, 8 and 35)	14,421,132	22		3,355,794	6		330
Realized gains on financial assets at
fair value through other
comprehensive income (Notes 4
and 9)	1,254,070	2		1,484,231	3		(16)
Foreign exchange gains, net (Note 4)	192,344	-		903,319	2		(79)
Reversal of impairment losses
(impairment losses) on assets
(Notes 4 and 17)	13,197	-		(26,897)	-		149
Other noninterest gains, net (Note 4)	196,628	-		191,599	-		3
Total net revenues and gains
other than interest	37,595,392	56		25,187,556	46		49
TOTAL NET REVENUES	66,695,571	100		54,805,919	100		22
BAD-DEBT EXPENSES AND
PROVISION FOR LOSSES ON
COMMITMENTS AND
GUARANTEES (Notes 4 and 14)	(2,681,784)	(4)	(2,076,541)	(4)	29
OPERATING EXPENSES (Notes 4, 17,
18, 19, 20, 30, 36 and 40)
Employee benefits	(16,544,257)	(25)	(14,310,631)	(26)	16
Depreciation and amortization	(3,889,085)	(6)	(3,769,340)	(7)	3
General and administrative	(17,068,434)	(25)	(14,746,209)	(27)	16
Total operating expenses	(37,501,776)	(56)	(32,826,180)	(60)	14
												(Continued)
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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

												Percentage
												Increase
	2023				2022				(Decrease)
		Amount	%				Amount	%		%
INCOME BEFORE INCOME TAX	$ 26,512,011	40		$ 19,903,198	36		33
INCOME TAX EXPENSE (Notes 4
and 37)	(4,764,244)	(7)	(4,121,857)	(7)	16
NET INCOME FOR THE YEAR	21,747,767	33		15,781,341	29		38
OTHER COMPREHENSIVE INCOME
(LOSS)
Items that will not be reclassified
subsequently to profit or loss
(Notes 4, 30 and 37):
Remeasurement of defined benefit
plans	108,836	-		145,707	-		(25)
Changes in the fair value
attributable to changes in the
credit risk of financial liabilities
designated as at fair value
through profit or loss	(2,814,101)	(4)	6,445,728	12		(144)
Unrealized gains (losses) on
investments in equity instruments
at fair value through other
comprehensive income	3,089,326	4		(3,080,932)	(6)	200
Income tax relating to items that
will not be reclassified
subsequently to profit or loss	(3,356)	-		66,565	-		(105)
Items that will not be reclassified
subsequently to profit or loss,
net of income tax	380,705	-		3,577,068	6		(89)
Items that may be reclassified
subsequently to profit or loss
(Notes 4 and 37):
Exchange differences on the
translation of financial statements
of foreign operations	(493,434)	(1)	2,899,399	5		(117)
Unrealized gains (losses) on
investments in debt instruments at
fair value through other
comprehensive income	4,092,690	6		(12,025,992)	(22)	134
												(Continued)

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E.SUN FINANCIAL HOLDING COMPANY, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

																		Percentage
																		Increase
					2023									2022				(Decrease)
			Amount	%					Amount	%		%
Income tax relating to items that
may be reclassified subsequently
to profit or loss	$	(436,215)	-		$			827,235	2		(153)
Items that may be reclassified
subsequently to profit or loss,
net of income tax			3,163,041		5					(8,299,358)	(15)	138
Other comprehensive income
(loss) for the year, net of
income tax			3,543,746		5					(4,722,290)	(9)	175
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR	$	25,291,513		38		$	11,059,051	20		129
NET INCOME ATTRIBUTABLE TO:
Owners of ESFHC	$	21,726,249		33		$	15,759,000	29		38
Non-controlling interests					21,518		-							22,341	-		(4)
		$	21,747,767		33			$	15,781,341	29		38
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of ESFHC	$	25,269,230		38		$	11,035,019	20		129
Non-controlling interests					22,283		-							24,032	-		(7)
		$	25,291,513		38			$	11,059,051	20		129
EARNINGS PER SHARE (NEW
TAIWAN DOLLARS; Note 38)
Basic				$	1.41								$	1.06
Diluted			$	1.41							$	1.06

The accompanying notes are an integral part of the consolidated financial statements.

(Concluded)

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