台新金控

Date of events

  2020/12/31

To which item it meets

paragraph 20

Statement

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or

share transfer):

Merger.

2.Date of occurrence of the event:2020/12/31

3.Names of companies participating in the merger and acquisition (e.g., name

of the other company participating in the merger or consolidation, newly

established company in a spin-off, acquired company, or company whose shares

are taken assignment of):

Taishin Financial Leasing(China) Co.,Ltd (Surviving company).

4.Counterparty (e.g., name of the other company participating in the merger

or consolidation, company taking assignment of the spin-off, or counterparty

to the acquisition or assignment of shares):

Taishin Financial Leasing (Tianjin) Co.,Ltd (Dissolved company).

5.Whether the counterparty of the current transaction is a related party:

Yes.

6.Relationship between the counterparty and the Company (investee company in

which the Company has re-invested and has shareholding of XX%), and

explanation of the reasons for the decision to acquire, or take assignment

of the shares of, an affiliated enterprise or related person, and whether it

will affect shareholders' equity:

Both Taishin Financial Leasing(China)

Co.,Ltd and Taishin Financial Leasing (Tianjin) Co.,Ltd are

100% owned subsidiaries indirectly by Taishin FHC

The merger in this case is an organizational reorganization

within the group and does not affect shareholders' equity.

7.Purpose/objective of the merger and acquisition:

Integrating Taishin financial holdings' resources

and increasing subsidiaries' competitiveness in

financial leasing industry in China.

8.Anticipated benefits of the merger and acquisition:

After the merger of the two financial leasing subsidiaries,

it is expected that the cost and risk can be reduced,

and the resources can be concentrated and make the maximum

benifit of Taishin Financial holdings' investment capital.

9.Effect of the merger and acquisition on net worth per share and earnings

per share:

No effect.

Taishin Financial Leasing(China) Co.,Ltd will merge by

shareholders' equity of Taishin Financial Leasing (Tianjin) Co.,Ltd.

10.Merger closing procedure, including payment time and method for

consideration:

Taishin Financial Leasing(China) Co.,Ltd will merge by

shareholders' equity of Taishin Financial Leasing (Tianjin) Co.,Ltd.

11.Type of merger consideration and source of funds:

No further payment as a consideration in this case.

12.Share exchange ratio and basis of its calculation:

N/A.

13.Whether the CPA, lawyer or securities underwriter issued an unreasonable

opinion regarding the transaction:

None.

14.Name of the CPA, law or securities firm:

Trust and Assist CPAs

15.Name of the CPA or lawyer:

Huang Hui Ying

16.Practice certificate number of the CPA:

Taipei CPA Association No.354

17.Independent expert's report on the reasonableness of the share exchange

ratio and the cash or other assets paid to the shareholders (1.The method,

principles, or calculations adopted for determination of the public tender

offer price, and comparison with the market-value method, cost method, and

discounted cash flow method commonly used internationally; 2.comparison of

the financial condition, profit status, and price-to-earnings ratio of the

subject company with those of TWSE or GTSM listed companies in the same

industry; 3.if a price appraisal report of an appraisal organization is

taken into account in the public tender offer price, the opinion shall

specify the content and conclusion of the appraisal report; and 4.if assets

or shares of the subject company, or of the surviving company in the case of

a merger, are listed as collateral in the tender offeror's financing

repayment plan, the opinion shall disclose the collateralization terms, and

assessment of the impact on the financial and operational soundness, of the

subject company or of the surviving company of the merger.):

N/A.

18.Scheduled timetable for consummation:

The merger date is set for March 31, 2021 and shall be further

approved by chairman before execution.

The exactly date may changes according to the approval of the authorization.

19.Matters related to assumption by the existing company or new company of

rights and obligations of the extinguished (or spun-off) company:

Taishin Financial Leasing (China) Co., Ltd. will generally assume

all rights and obligations of Taishin Financial Leasing (Tianjin) Co., LTD.

20.Basic information of companies participating in the merger:

Taishin Financial @Leasing (China) Co.,Ltd

and Taishin Financial Leasing (Tianjin) Co.,Ltd

are both financial leasing companies in mainland China

that are 100% owned by Taishin Venture Capital

Investment Co., Ltd. which is also 100% owned by

Taishin Financial holdings.

21.Matters related to the spin-off (including estimated value of the

business and assets planned to be assigned to the existing company or new

company; the total number and the types and volumes of the shares to be

acquired by the split company or its shareholders; matters related to the

reduction, if any, in capital of the split company) (note: not applicable

other than where there is announcement of a spin-off):

N/A.

22.Conditions and restrictions on future transfers of shares resulting from

the merger and acquisition:

N/A.

23.Post merger plan (including 1.willingness to continue operating the

business of the company, and the content of plans to that effect; 2.if any,

dissolution of the company; its delisting from an exchange (or OTC market);

material changes in its organization, capital, business plan, financial

operations, or production; or any other matter of material significance that

would affect the company's shareholder equity):

1.The registered capital of Taishin Financial Leasing (China) Co., Ltd.

will be increased from US $40 million to US $70 million

and will continue to carry on business.

2.Taishin Financial Leasing (Tianjin) Co., LTD

will be dissolved after the merger.

24.Other important stipulations:

None.

25.Other important matters concerning the merger and acquisition:

None.

26.Whether the directors have any objection to the present transaction:

None.

27.Information regarding directors with personal interest (name of natural

person director or name of legal person director and its representative,

material interest of the director or the legal person represented by the

director (including but not limited to form of actual or expected investment

in another company in the merger, shareholding, transaction price,

participation in the subject company's business or otherwise, and other

terms of investment), reason for recusal or otherwise, details of recusal,

and reason for a resolution for or against the merger proposal):

None.

28.Whether the transaction involved in change of business model:

N/A.

29.Details on change of business model:

N/A.

30.Details on transactions with the counterparty for the past year and the

expected coming year:

None.

31.Source of funds:

N/A.

32.Any other matters that need to be specified:

None.