台新金控

Date of events

  2021/03/18

To which item it meets

paragraph 11

Statement

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

or share transfer):

Spin-off

2.Date of occurrence of the event:2021/03/18

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

of the other company participating in the merger, newly established company

in a spin-off, acquired company, or company whose shares are transferred):

(1)Spin-off company: Taishin International Bank

(2)Acquiring company: Taishin Securities Co., Ltd.

4.Trading counterparty (e.g., name of the other company participating in the

merger, company spinning off, or trading counterparty to the acquisition or

share transfer):

Taishin Securities Co., Ltd.

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

Yes

6.Relationship between the trading counterparty and the Company (investee

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

explanation of the reasons for the decision to acquire from or transfer

shares to an affiliated enterprise or related party, and whether it will

affect shareholders’ equity:

(1)Taishin International Bank and Taishin Securities Co., Ltd.

both are the wholly-owned subsidiaries of Taishin Financial Holding Co., Ltd.

(2)To integrate securities related business under Taishin group,

Taishin Internatioonal Bank, will be transferring its business

of stock agency to Taishin Securities Co.

(3)The transaction has little impact on the shareholders’interests.

7.Purpose of the merger and acquisition:

To better integrate securities related business under Taishin group

8.Anticipated benefits of the merger and acquisition:

Further alignment and integration of securities related business within

Taishin group

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

per share:

No significant impact

10.Share exchange ratio and calculation assumptions:

N.A

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

opinion regarding the transaction:

None

12.Name of accounting, law or securities firm:

Trust and Assist CPAs

13.Name of CPA or lawyer:

CHANG-YU LIN Accountant

14.Practice certificate number of the CPA:

Jin-Guan-Jeng-Shen-Tzu No.4562

15.Estimated date of completion:

Estimated effective date of the spin-off is set for July 26, 2021.

Shall the deal be not closed by the date, both parties could delegate

authorized personnel to set another date.

16.Matters related to the assumption of corporate rights and obligations of

the dissolving company (or spin-off) by the existing or newly-established

company:

N.A

17.Basic information of companies participating in the merger:

Major businesses of Taishin Bank:  Commercial bank, life insurance agency,

and property insurance agency.

Major businesses of Taishin Securities Co., Ltd: Securities

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

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

company.The total number of shares to be acquired by the spun-off company

or its shareholders, and their respective types and no.Matters related to

the reduction, if any, in capital of the spun-off company)(note: not

applicable for announcements unrelated to spin-offs):

(1)As of December 31, 2020, the value of the stock agency business

is estimated at NT$ 70,000,000

(2)As of December 31, 2020, total asset and total liabilities of

the stock agency business were NT$21,962,691

and NT$108,300,309, respectively.

(3)Final transaction price would be adjusted based on the most recent

financial statements prior to the spin-off date

19.Conditions and restrictions for future transfer of shares resulting from

the merger and acquisition:

N.A

20.Other important terms and conditions:

1.To make cash payment on split record date

2.Taishin Bank to pay Taishin Securities in cash transaction of NT$16,337,618

21.Any objections from directors to the transaction:

None

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

N.A

23.Details on change of business model:

N.A

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

expected coming year:

N.A

25.Source of funds:

N.A

26.Any other matters that need to be specified:

The case was approved by the 5th session of the 1st term of

Special Committee on Mergers and Acquisitions on Mar 18, 2021