Announce the resolution of the shareholders of Cathay Financial Holdings of 2004

2004-06-03

1.Date of the shareholders' meeting:2004/06/03 2.Important resolutions: I.Approval Case 1：Approval of the 2003 Operation Reports and the Financial Statements Description：The 2003 Operation Reports and the Financial Statements had been approved by the board. Resolution：Approve Case 2：Approval of the Proposal for Distribution of 2003 Earnings Description： (1)The paid-in share capital is NT$83,074,891,000, divided into 8,307,489,100 shares. The shares entitled to the dividend excluded the shares of the subsidiary UWCCB owned by the Cathay Financial Holdings, which are treated as treasury shares. The dividend is NT$2 per share in cash. It is proposed that the total dividend of NT$16,105,155,398 from the retained earning and the capital reserve of the unallocated earnings of the subsidiaries will be distributed as cash dividend. (2)According to Article 28-2 of the Securities Law, the total dividend shall be distributed to the actual entitled shares subject to the change due to buyback, transfer, exchange, cancellation, or exercise of GDS or ECB between the date of the resolution & the record dates of ex-dividend and the dividend per share shall be adjusted accordingly, (3)The board of directors is authorized to determine the Record Date of ex-dividend and the allocation ratio. Resolution：Approve II.Discussion Case 1：The Rules of Election for Directors and Auditors of Cathay Financial Holdings. Description: In compliance with the Company Law and the related regulations, it is required to have the rules of election for the company’s directors and auditors. Resolution: Approve. Case 2: The amendments to the company’s Articles of Incorporation. Description 1: Following the advice of the Ministry of Finance, the financial holding companies are not allowed to carry ”Guarantee” business; therefore, the Paragraph two, Article six of our company’s Articles of Incorporation ”with the consent of the board of directors, the company can undertake the business of guarantee among the affiliates” shall be deleted. Description 2: In accordance with the amendment as mentioned in the preceding paragraph, the company’s Operation Procedure of Endorsement and Guarantees shall be abolished simultaneously. Resolution: Approve. III. Elections Case 1. Election of the company’s second-term directors and auditors for the second term. Description 1. The term of office of our company’s first-term directors and auditors will expire on Dec. 30, 2004; however, in compliance with the Company Law and in consideration of the date of the general meeting of stockholders, 2004, the term of office of the first-term directors and auditors would be terminated earlier on June 3, 2004. Description 2. According to the Articles of Incorporation, the company shall have nine to twenty-one directors and two to five auditors who shall be elected from among the shareholders with disposing capacity during the general meeting of stockholders. The directors and auditors’ term of office is three years. Description 3. In accordance with the real demand of the company, nine directors and two auditors shall be elected for the second-term directors and auditors. Description 4. The second-term directors and auditors have three years term of office, from June 3, 2004 to June 2, 2007. Resolution: the results of elections as the following: Directors: Account No. Name: Number of votes: 000505 Lin Yuan Investment Co., Ltd. in the name of Hong-tu Tsai 5,337,308,165 000505 Lin Yuan Investment Co., Ltd. in the name of Tseng-yun Tsai 5,204,121,508 000505 Lin Yuan Investment Co., Ltd. in the name of Gregory K.H Wang 5,122,299,928 000505 Lin Yuan Investment Co., Ltd. in the name of Liang Chang 5,121,888,958 000505 Lin Yuan Investment Co., Ltd. in the name of Shiou-ling Lin 5,119,194,156 044702 Cathaylife Charitable Foundation in the name of Cheng-cheng Tung 5,109,820,142 000505 Lin Yuan Investment Co., Ltd. in the name of Tiao-kuei Huang 5,109,635,202 044702 Cathaylife Charitable Foundation in the name of Roger M.H. Lee 5,106,238,392 44702 Cathaylife Charitable Foundation in the name of Wan-chie Mar 5,100,860,876 Auditors: Account No. Name: Number of votes: 044702 Cathaylife Charitable Foundation in the name of Wan-teh Tsai 5,275,301,914 044702 Cathaylife Charitable Foundation in the name of Ruey-yun Lee 5,014,606,080 3.Endorsement of the annual financial statements (indicate “yes” or “no”):YES 4.Any other matters that need to be specified:N/A