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):

Division

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):

Transferer:Taishin International Bank

Transferee: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 International Bank

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 International Bank will be transferring its business

of stock agency to Taishin Securities Co., Ltd.

(3)No significant impact on the shareholder rights of Taishin Securities

Co., Ltd.

7.Purpose of the merger and acquisition:

Improve securities business and provide comprehensive service

8.Anticipated benefits of the merger and acquisition:

In the long-term plan,we can provide customer multiple service

and improve the development of securities business

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:

NA

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

opinion regarding the transaction:

None

12.Name of accounting, law or securities firm:

Listen CPA Firm

13.Name of CPA or lawyer:

Ku, Chia Wei Accountant

14.Practice certificate number of the CPA:

Taipei accountant certificated No.3311

15.Estimated date of completion:

Estimated effective date of the division is set for July 26, 2021.

If the deal be not closed by the date, both authorized representative

of parties could 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:

The stock agency business will be sustained and operated by Taishin

Securities Co.,Ltd.

17.Basic information of companies participating in the merger:

Major business 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)Prior to the division date,final transaction price would be adjusted when

there is necessary by authorized representatibves of both parties.

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

the merger and acquisition:

NA

20.Other important terms and conditions:

None

21.Any objections from directors to the transaction:

None

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

None

23.Details on change of business model:

NA

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

expected coming year:

NA

25.Source of funds:

NA

26.Any other matters that need to be specified:

The case was approved by the 2th session of the 1st term of

Special Committee on Mergers and Acquisitions on Mar 18, 2021