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| 1.Establishment |
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Cosmos Bank (the ˇ§Bankˇ¨) was incorporated on August 13, 1991 and obtained the Certificate of Business Registration on January 14 the following year. The Bank officially commenced its operations on February 12, 1992. Since its establishment, the Bank has operated as a commercial bank, offering excellent financial services to both corporate and individual customers. On Dec. 28, 2007, two global financial groups SAC and GE Money acquired 81.7% (fully diluted basis*) of the shares in Cosmos Bank following the completion of the recapitalization exercise. Under the leadership of our new Chairman Mr. Simon Williams, Cosmos Bank is on its way to become a local bank with world class capabilities.
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| 2.Organization |
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The Bank is a commercial bank operating as a limited corporation and is not a member of a financial holding group. |
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| 3.Merger & Acquisition, Investment in Related Companies and |
| ˇ@Corporate Restructure |
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The Bank has no investment in related companies or undertaken corporate |
| restructuring for the past year as of the printing date of the annual report. |
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| 4.Changes in Shareholding, Ownership and Other Major Events |
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(1) |
The Bank completed its recapitalization exercise on December 28, 2007 where |
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SAC Private Capital Group (ˇ§SACˇ¨) and GE Money and their subsidiaries injected NT$29.7 billion into Cosmos Bank. SAC acquired 58.5% (on a fully diluted basis) of Cosmos shares by acquiring NT$21.45 billion of Series A Preferred Shares and Mandatory Convertible Bonds (MCB) newly issued by the Bank. GE Money acquired 23.2% (on a fully diluted basis) of Cosmos shares by acquiring NT$8.25 billion of common shares and MCB newly issued by the Bank. |
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| (2) |
In addition, the holders of unsecured MCB and subordinate Convertible |
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Bond issued in 2006 have agreed to convert outstanding bonds into 2.1 billion common shares of the Bank, totaling 11.5% of Cosmos shares on a fully diluted basis. |
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(3) |
Other than Mr. Simon Williams, who was appointed by SAC as the Chairman of |
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Cosmos Bank, 7 others directors representing SAC have also joined the Board of Directors. GE Money had also appointed 2 representatives. By introducing directors and management team with international experience plus the existing wealth of local knowledge, the Bank aims at becoming a local bank with world class capabilities. |
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| 5.History |
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(1) Acquired the Tainan Fourth Credit Cooperative Bank, Miaoli Credit |
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Cooperative Bank, and Hsinchu Fifth Credit Cooperative Bank on April 13, 1998, August 13, 2001, and July 28, 2003, respectively. Merged with the Cosmos Bills Finance Corp. on October 31, 2002. The Bankˇ¦s branches have grown significantly in number from 23 in 1997 to 63 at present. |
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| (2)The Bank launched the George & Mary Cash Card in 1999. |
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| (3)In 2001, the Bank and Core Pacific City Living Mall jointly issued the first chip |
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credit card in Taiwan that met the EMV (Europay, MasterCard, Visa) standards. |
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| (4)Continually increase the auto-service network to provide convenient access for |
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customers. Cosmos has the most Automatic Lending Machine (ˇ§ALMˇ¨) sites in Taiwanˇ¦s market. |
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| (5)On January 23 , 2006, Cosmos entered into an stock acquisition agreement |
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with GE Capital Finance and completed the strategic investment project on June 8, 2006. GE has appointed senior executive officers to jointly manage the Bankˇ¦s operations. The Bank took the opportunity to introduce GEˇ¦s world-class management expertise to enhance our long-term competitive niche. |
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| (6)In 2006, the Bank issued the MoneyBack Platinum Card offering special |
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discounts at department stores and cash rebate. |
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| (7)After the NT$4.2 billion recapitalization exercise on Dec. 28, 2007, SAC |
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Private Capital Group (SAC PCG) became the biggest shareholder. In addition, GE Money has also participated in the capital injection and both now hold more than 80% of the Bankˇ¦s shares in total. Both the major shareholders have introduced board members that have global experience and a new management team to engage in various growth initiatives so as to strengthen corporate governance, improve the overall operation performance and starting a new chapter in the Bankˇ¦s history. |
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| * Fully diluted basis refers to the shareholding structure after the conversion of the Mandatory Convertible Bond. |
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