Yuanta Financial Holdings is acquiring Ta Chong Bank in an all-stock deal valued at NT$56.5 billion. The acquisition will enhance Yuanta's return on equity by increasing scale and achieving cost synergies. Specifically, the combined company is expected to benefit from lower funding costs through increased deposits, reduced IT expenses by integrating infrastructure, and expanded regional operations throughout Asia. The acquisition is expected to close in October 2015 pending regulatory approval.

1. 0
Yuanta Acquisition of
TC Bank
( Fight for ROE Enhancement )
August 13, 2015

2. 1
Contents
 Transaction Summary
 Financial Rationale
 Strategic Rationale
 Synergies

3. 2
Description
Structure
Timeline
Transaction Summary
Ta Chong Bank (“TC Bank”), 2847.TT to become a 100%
subsidiary of Yuanta Financial Holdings (“Yuanta”), 2885.TT
Combination of cash purchase and share swap
 Approved by board meetings of both companies : August 21, 2015
 Approved by extraordinary AGM of both companies: October 2015
 Pending regulatory approval

4. 3
Transaction Summary
- Transaction Price
Common Shares: 2,581mn
ECB: US$ 350mn
@16.3 = 8.15 +
Cash Shares
Total Amount: NT$ 42,063 mn
Total Amount: NT$ 14,485 mn
Yuanta will convert the ECB into shares
resulting in capital injection to TC Bank
Equity
Estimated Equity after
ECB Conversion
P/B (X)
2Q15Unit: NT$ mn
34,458
44,939
1.26
NT$ 56,548 mn
*
The share swap will be approximately NT$ 8.15 in Yuanta Financial Holdings shares. Yuanta’s share
price is set by adding the average closing share prices of its stock for 20 days, 40 days, and 60 days
before the execution. The swap ratio will be adjusted accordingly if there is any ex-dividend prior to the
execution date.
According to the tentative calculation of the financial consultant, the share exchange ratio will
be approximately 1 TC Bank share in exchange for 0.46 Yuanta shares if the necessary related
due diligence items do not require adjustment.
*
TC Bank

5. 4
Transaction Summary
- Terms of Transaction are Subject to
1. The stock conversion price shall not be adjusted unless, after both parties have
done due diligence, one party intends to cut the book value of the other party by
an amount exceeding 10% of that company’s book value as of the end of the
second quarter of 2015 (these adjustments must be made reasonably and in good
faith). In the event that this occurs, the stock conversion price shall be adjusted
through consultations between the two parties made reasonably and in good faith.
2. In order to safeguard the interests of TCB employees, the same personnel
regulations, collective agreements, employee salaries, and welfare system shall
apply to TCB employees for 36 months after the settlement date (this does not
extend to the operating system)
3. The stock conversion plan will take effect only upon receiving approval from a
Yuanta shareholders meeting and the relevant authorities.
4. Upon August 31, 2015, or a prior date mutually agreed on, the two parties to the
transaction shall not engage in further negotiations with other partners.
5. After approving the stock conversion contract, Yuanta will call a shareholder
meeting to consult on the stock conversion plan, and make the necessary relevant
announcements.

6. 5
Financial Rationale
- ROE Enhancement
176,292
7,585
8.8%
34,458
1,544
9.2%
Shareholders’ equity
Net Income
ROE (annualized)
Unit: NT$ mn Yuanta FHC TC Bank Pro-forma
Note:
1) Data as of June 30, 2015
2) Sources: Yuanta FHC ; TC Bank
173,551
9,129
10.5% 19%

7. 6
Strategic Rationale
Enhance Bank Earning Contribution
Domestic Banks
Domestic Brokers
Historical ROE Performance
Securities Overseas Diversification
bank
broker
R E
- Fight for ROE Enhancement
Note:
1) The ROE calculation for domestic banks is earnings before tax; that of domestic brokers is earnings after tax
2) Source: Taiwan Banking Bureau and Taiwan Securities Association

8. 7
Strategic Rationale
Yuanta Korea
Securities Regional Footprints
Equity: NT$ 27,692 mn
Ownership: 52.7%
Yuanta Hong Kong
Equity: NT$ 7,794 mn
Ownership: 100%
Yuanta Indonesia
Equity: NT$ 652 mn
Ownership: 99%
First Sec. (Vietnam)
Equity: NT$ 508 mn
Ownership: 44.7%
TY Cambodia
Equity: NT$ 340 mn
London Sales Office
Bank Regional Footprints
Yuanta Saving Bank (Philippines)
Equity: NT$ 255 mn
Ownership: 100%
HK Rep. Office Myanmar Rep. Office
China Rep. Office
Beijing ; Shanghai;
Shenzhen
Equity: NT$ 95 mn
Ownership: 100%
Note:
1) Data as of June 30, 2015 and all numbers are un-audited
2) Sources: Yuanta Securities; Yuanta Bank
100%
- Building a Regional Network

9. 8
- Scale Matters
Become Tier I Bank by Asset Size
Pre-tax ROE
> 1,000
500 - 1,000
< 500
14.8%
10.4%
10.5%
Note:
1) Data as of May 31, 2015 and all numbers are un-audited
Total assets
(private domestic banks)
UnitL NT$ bn
Note:
1) Data as of May 31, 2015
TotalAssetsTotalLoansTotalDeposits
777 450
UnitL NT$ bn
1,227 (#15)
Pro-forma Mkt. Share: 2.9%
468 277 745 (#15)
Pro-forma Mkt. Share: 3%
650 343 993 (#15)
Pro-forma Mkt. Share: 3%
Yuanta Bank TC Bank
Earnings Performance by Private
Domestic Banks
Source: Taiwan Banking Bureau
Strategic Rationale
Tier I
Tier II
Tier III

10. Total
9
- A More Balanced Structure
Interest Income
Fee Income
Other Income
Total Revenue
YB TC Bank Pro-forma
3,655
1,326
1,122
6,103
2,719
1,322
802
4,843
6,374
2,648
1,924
10,946
UnitL NT$ mn
60%
22%
18%
100%
56%
27%
17%
100%
58%
24%
18%
100%
Revenue Structure
58%24%
18%
Pro-forma
Interest
Income
Fee
Income
Other
Income
NTD Demand Deposits
NTD Time Deposits
FCY Deposits
YB TC Bank Pro-forma
259.8
240.1
4.9
135.0
639.8
97.0
165.7
7.4
69.5
339.6
354.4
410.4
12.3
198.0
975.1
UnitL NT$ bn
Deposit Structure
Postal Savings Redeposit
& Others
Pro-forma
36%
21%
41%
NTD Demand
Deposit
NTD Time
Deposit
FCY
Deposits
Postal
Savings
Redeposit &
others
1%
41%
38%
1%
21%
100%
29%
49%
2%
20%
100%
36%
41%
1%
21%
100%
Strategic Rationale
Note:
1) Data as of June 30, 2015 and all numbers are un-audited
2) Data represents the consolidated figures for Yuanta Bank and the TC Bank parent company, respectively
3) Sources: Yuanta Bank; TC Bank.

11. Corporate Lending
SME Lending
General Corp. Lending
FCY Lending
Consumer Lending
Mortgage
Unsecured Personal Loans
Others
Non-Accrual Loans
Total Loans
YB TC Bank Pro-forma
300.6
99.8
134.2
66.6
174.0
148.7
1.2
24.1
0.8
475.4
63%
21%
28%
14%
37%
31%
0%
5%
0%
100%
45%
13%
12%
20%
55%
50%
5%
0%
0%
100%
122.0
35.1
32.6
54.3
151.3
137.9
12.8
0.6
0.2
273.6
56%
18%
22%
16%
44%
38%
2%
4%
0%
100%
422.6
134.9
166.8
120.9
325.3
286.6
14.0
24.7
1.0
749.0
Loan Structure
Note:
1) Data as of June 30, 2015 and all numbers
are un-audited
2) Sources: Yuanta Bank; TC Bank
- A More Balanced Structure
Unit: NT$ bn
Strategic Rationale
YB Pro-forma
Consumer Lending
Corporate Lending
63%
37%
44%
56%
10
1.20% 1.21% 1.19%
1.14% 1.14% 1.16%
1.36% 1.37% 1.39% 1.37% 1.39% 1.40%
1.1%
1.2%
1.3%
1.4%
1Q14 2Q14 3Q14 4Q14 1Q15 2Q15
YB
TCB
NIM
1.50% 1.51% 1.48% 1.45% 1.45% 1.47%
1.76% 1.76%
1.72% 1.71%
1.75%
1.80%
1.4%
1.6%
1.8%
2.0%
1Q14 2Q14 3Q14 4Q14 1Q15 2Q15
YB
TCB
Spread

12. 11
- Asset Quality Remains Strong
Strategic Rationale
NPL NT$ mn
Total Reserves NT$ mn
Coverage Ratio
NPL Ratio
General Provision
YB TC Bank Pro-forma
954 254 1,208
0.20% 0.09% 0.16%
610% 1,870% 875%
5,823 4,741 10,564
1.22% 1.73% 1.41%
Note:
1) Data as of June 30, 2015
2) Taiwan Banking Bureau

13. 12
Synergies
Key Highlights
 Lower funding cost for Yuanta Bank : NT$ 574 mn
- The acquisition of TC Bank gives Yuanta Bank a more extensive
branch network to match securities branch allocation and allows it to
transfer an additional NT$ 40bn in settlement cash from Yuanta Securities
to lower its funding cost
 Lower IT operational expenses through the integration of IT
infrastructure: NT$ 170 mn
55%
22%
23%
North
Central
South
59%
24%
17%
YS: 161 YB:88 TCB: 67+
Settlement Cash Transfer Plan
62.5%
Total Settlement Cash
of YS : NT$ 240bn
37.5%
Yuanta
Bank
Other Banks
Unit: NT$ bn
103.2
150.1
46.9
4Q11 4Q14
YB Settlement Cash Deposit
from Polaris
Securities
2016
150
10
2017
160
15
2018
175
15
190
2019
funding cost
saving
0.074 0.254 0.469 0.574
- NT$ 744 mn Projected Synergies Annually by 2019
Unit: NT$ bn
Note:
1) Data as of July 31, 2015
51%
10%
39%
Sources: Yuanta Securities; Yuanta Bank; TC Bank

14. 13
Disclaimer
This presentation and the presentation materials distributed herewith
include forward-looking statements. All statements that address
activities, events or developments that Yuanta Financial Holding Co.,
Ltd. (“Yuanta”) and Ta Chong Bank (“TCB”) expect or anticipate will or
may occur in the future (including but not limited to projections, targets,
estimates and business plans) are forward-looking statements.
Yuanta’s and TCB’s actual results or developments may differ
materially from those indicated by these forward-looking statements as
a result of various factors and uncertainties, including but not limited to
price fluctuations, actual demand, exchange rate fluctuations, market
shares, competition, changes in legal, financial and regulatory
frameworks, international economic and financial market conditions,
political risks, cost estimates and other risks and factors beyond our
control. In addition, Yuanta and TCB make the forward-looking
statements referred to herein as of today and undertake no obligation
to update these statements.