Taiwan Cooperative Bank, Ltd. and Subsidiaries Consolidated Financial Statements for the Years Ended December 31, 2007 and 2006 and Independent Auditors’ Report INDEPENDENT AUDITORS’ REPORT The Board of Directors and the Stockholders Taiwan Cooperative Bank, Ltd. We have audited the accompanying consolidated balance sheets of Taiwan Cooperative Bank, Ltd. and subsidiaries (collectively, the “Company”) as of December 31, 2007 and 2006, and the consolidated related statements of income, changes in stockholders’ equity and cash flows for the years then ended. 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 audits. We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements of Financial Institutions by Certified Public Accountants, Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence 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 audits, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Taiwan Cooperative Bank, Ltd. and subsidiaries as of December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with the Guidelines Governing the Preparation of Financial Reports by Public Banks, requirements of the Business Accounting Law and Guidelines Governing Business Accounting relevant to financial accounting standards, and accounting principles generally accepted in the Republic of China. - 1 - As stated in Note 3 to the consolidated financial statements, Taiwan Cooperative Bank, Ltd. and subsidiaries adopted on January 1, 2006 the newly released Statements of Financial Accounting Standards (“Statements”) No. 34 - “Accounting of Financial Instruments” and No. 36 - “Disclosure and Presentation of Financial Instruments” and related revisions of previously released Statements. February 22, 2008 Notice to Readers The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China. For the convenience of readers, the 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 auditors’ report and consolidated financial statements shall prevail. - 2 - TAIWAN COOPERATIVE BANK, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2007 AND 2006 (In Thousands of New Taiwan Dollars, Except Par Value) Percentage Percentage Increase Increase 2007 2006 (Decrease) 2007 2006 (Decrease) ASSETS Amount Amount % LIABILITIES AND STOCKHOLDERS’ EQUITY Amount Amount % CASH AND CASH EQUIVALENTS (Note 4) $ 32,749,198 $ 46,222,447 (29 ) DUE TO THE CENTRAL BANK AND OTHER BANKS (Notes 16 and 29) $ 244,817,573 $ 256,279,278 (4 ) DUE FROM THE CENTRAL BANK AND CALL LOANS TO OTHER FUNDS BORROWED FROM THE CENTRAL BANK 12,891,440 13,713,000 (6 ) BANKS (Notes 5 and 30) 415,729,784 373,209,455 11 COMMERCIAL PAPER ISSUED, NET (Note 17) 399,574 1,018,552 (61 ) FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 2, 3 and 6) 44,087,992 47,521,600 (7 ) FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS (Notes 2, 3, 6 and 21) 2,650,154 3,403,282 (22 ) RECEIVABLES, NET (Notes 2 and 7) 35,037,316 32,318,205 8 SECURITIES SOLD UNDER REPURCHASE AGREEMENTS (Notes 2 DISCOUNTS AND LOANS, NET (Notes 2, 8 and 29) 1,734,893,395 1,718,260,571 1 and 18) 43,251,070 57,147,571 (24 ) AVAILABLE-FOR-SALE FINANCIAL ASSETS (Notes 2, 3 and 9) 60,424,888 61,907,516 (2 ) PAYABLES (Note 19) 40,255,192 49,314,161 (18 ) HELD-TO-MATURITY FINANCIAL ASSETS (Notes 2 and 10) 7,627,062 3,163,176 141 DEPOSITS AND REMITTANCES (Notes 20 and 29) 1,884,858,034 1,823,069,449 3 EQUITY INVESTMENTS UNDER THE EQUITY METHOD (Notes 2 and 11) 69,306 64,583 7 BANK DEBENTURES (Note 21) 84,321,000 64,151,000 31 OTHER FINANCIAL ASSETS, NET (Notes 2 and 12) 55,010,237 48,108,222 14 ACCRUED PENSION COST (Notes 2 and 24) 1,645,063 1,293,153 27 PROPERTIES (Notes 2 and 13) OTHER FINANCIAL LIABILITIES (Note 22) 7,059,998 5,893,585 20 Land (including revaluation increments) 22,216,108 21,959,067 1 Buildings 13,021,714 12,585,683 3 OTHER LIABILITIES (Notes 2, 13 and 23) 4,777,721 3,979,826 20 Machinery and equipment 4,792,128 4,589,836 4 Transportation equipment 696,506 645,699 8 Total liabilities 2,326,926,819 2,279,262,857 2 Other equipment 1,308,170 1,257,765 4 Leasehold improvements 565,913 500,996 13 STOCKHOLDERS' EQUITY OF PARENT COMPANY 42,600,539 41,539,046 3 Capital Less: Accumulated depreciation 8,743,832 7,950,519 10 Common stock - NT$10 par value; authorized 6,000,000 thousand Less: Accumulated impairment 86,215 1,114 7,639 shares; issued and outstanding 4,770,000 thousand shares in 33,770,492 33,587,413 1 2007 and 4,500,000 thousand shares in 2006 47,700,000 45,000,000 6 Construction in progress 42,545 8,556 397 Capital surplus - paid-in capital in excess of par value 32,207,944 34,907,944 (8 ) Prepayment for land and buildings 54,664 - - Retained earnings Prepayment for equipment 17,660 - - Legal reserve 6,071,750 3,319,187 83 Unappropriated earnings 12,660,965 9,401,193 35 Properties, net 33,885,361 33,595,969 1 Total retained earnings 18,732,715 12,720,380 47 Other equity INTANGIBLE ASSETS (Notes 2, 3, 14 and 36) 3,436,827 3,494,562 (2 ) Unrealized revaluation increments 4,419,580 4,024,155 10 Cumulative translation adjustments 274,568 177,176 55 OTHER ASSETS, NET (Notes 2, 15 and 26) Unrealized gain (loss) on financial instruments (896,081 ) 902,595 (199 ) Nonoperating assets, net 4,188,372 4,608,549 (9 ) Total other equity 3,798,067 5,103,926 (26 ) Deferred income tax assets, net 724,141 2,020,265 (64 ) Collaterals assumed, net 985,946 1,480,189 (33 ) Total stockholders' equity of parent company 102,438,726 97,732,250 5 Refundable deposits 1,108,225 1,173,468 (6 ) Operation deposits and settlement funds 247,524 72,262 243 MINORITY INTEREST 1,116,110 504,163 121 Others 276,081 278,231 (1 ) Total stockholders' equity 103,554,836 98,236,413 5 Other assets, net 7,530,289 9,632,964 (22 ) CONTINGENCIES AND COMMITMENTS (Notes 2 and 31) TOTAL $ 2,430,481,655 $ 2,377,499,270 2 TOTAL $ 2,430,481,655 $ 2,377,499,270 2 The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche audit report dated February 22, 2008) - 3 - TAIWAN COOPERATIVE BANK, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2007 AND 2006 (In Thousands of New Taiwan Dollars, Except Per Share Amounts) Percentage Increase 2007 2006 (Decrease) Amount Amount % INTEREST REVENUE (Notes 2, 29 and 33) $ 66,661,164 $ 57,547,403 16 INTEREST EXPENSE (Notes 2, 29 and 33) (42,202,081 ) (36,507,613 ) 16 NET INTEREST 24,459,083 21,039,790 16 NET REVENUE AND GAIN OTHER THAN INTEREST Service fee income, net (Notes 2, 29 and 33) 3,421,314 2,251,661 52 Gain (loss) on financial assets and liabilities at fair value through profit or loss (Notes 2 and 33) (134,190 ) 935,674 (114 ) Realized gains on available-for-sale financial assets (Notes 2 and 33) 668,196 609,614 10 Income from equity investments under the equity method (Notes 2 and 11) 7,536 3,350 125 Foreign exchange gain (loss), net (Note 2) 578,717 (102,841 ) 663 Reversal of impairment loss (impairment loss) on assets (Notes 2, 12, 13 and 15) (439,680 ) 4,886 (9,099 ) Gains on financial assets carried at cost (Note 2) 617,887 367,847 68 Gains on disposal of properties (Note 2) 1,120,188 522,973 114 Recovery of bad debts written off and overdue accounts 3,599,636 6,664,834 (46 ) Other noninterest gains , net (Note 2) 1,079,642 1,264,462 (15 ) Total net revenue and gain other than interest 10,519,246 12,522,460 (16 ) TOTAL NET REVENUE 34,978,329 33,562,250 4 ALLOWANCE FOR BAD-DEBT EXPENSES (Notes 2 and 8) (4,785,674 ) (6,995,477 ) (32 ) OPERATING EXPENSES Personnel (Notes 2 and 25) (11,947,807 ) (10,691,393 ) 12 Depreciation and amortization (Notes 2 and 25) (1,107,345 ) (1,052,337 ) 5 General and administrative (Note 2) (5,063,643 ) (4,366,723 ) 16 Total operating expenses (18,118,795 ) (16,110,453 ) 12 CONSOLIDATED INCOME BEFORE INCOME TAX 12,073,860 10,456,320 15 INCOME TAX EXPENSE (Notes 2 and 26) (2,298,953 ) (1,308,303 ) 76 (Continued) - 4 - TAIWAN COOPERATIVE BANK, LTD.