Yuanta Venture Capital Announces Board Resolution on Simplified Merger with Wholly-Owned Subsidiary Yuanta One Venture Capital

1. Type of Acquisition (e.g., merger, spin-off, acquisition, or share transfer):
Merger

2. Factual Date:
115/6/16

3. Names of Companies Involved in the Acquisition (e.g., the other party in a merger, newly established company in a spin-off, or the target company in an acquisition or share transfer):
Yuanta Venture Capital Co., Ltd. (Surviving Company, abbreviated as Yuanta VC)
Yuanta One Venture Capital Co., Ltd. (Dissolved Company, abbreviated as Yuanta One VC)

4. Counterparty in the Transaction (e.g., the other party in a merger, the company receiving assets in a spin-off, or the counterparty in an acquisition or share transfer):
Yuanta One VC

5. Is the Transaction Counterparty a Related Party?:
Yes

6. Relationship between the Counterparty and the Company (e.g., an investee company in which the company holds XX% equity), and explanation of the rationale for selecting a related enterprise or related party as the acquisition or transferee target, and whether it affects shareholders' rights:
Conducted under Article 32 of the Financial Holding Company Act for a simplified merger.
Yuanta One VC is a wholly-owned subsidiary of Yuanta VC (100% ownership), thus the merger does not affect the company's shareholders' equity.

7. Purpose and Terms of the Acquisition, including rationale, consideration terms, and payment timing (Note 7):
To integrate resources, expand operational scale, improve operational efficiency, and reduce management costs.

8. Expected Benefits after the Acquisition:
The surviving company will enhance operational efficiency through business integration.

9. Impact of the Acquisition on Net Asset Value per Share and Earnings per Share:
As Yuanta One VC is a 100%-owned subsidiary of Yuanta VC, there is no impact on the company's net asset value per share or earnings per share.

10. Type of Consideration and Source of Funds for the Acquisition:
Not applicable.

11. Share Exchange Ratio and Its Calculation Basis:
Not applicable.

12. Opinion from Accountants, Lawyers, or Securities Underwriters on Unreasonable Terms in this Transaction:
Not applicable

13. Name of Accounting Firm, Law Firm, or Securities Underwriting Company:
Not applicable.

14. Name of Accountant or Lawyer:
Not applicable.

15. License Number of Accountant or Lawyer:
Not applicable.

16. Content of the Independent Expert's Opinion on the Reasonableness of the Share Exchange Ratio or Cash/Other Assets Distributed to Shareholders in this Acquisition (i. including methods, principles, or calculations used to determine the public acquisition price, and comparison with internationally accepted market approach, cost approach, and discounted cash flow method; ii. comparison of financial status, profitability, and P/E ratio between the acquired company and publicly listed peers; iii. if the acquisition price refers to a valuation report, explanation of the report's content and conclusion; iv. if the acquirer's repayment plan is secured by assets or shares of the acquired or surviving company, assessment of impact on financial and operational soundness) (Note 7):
Not applicable.

17. Scheduled Timeline for Completion (Note 7):
The anticipated merger effective date is September 30, 115 (2026). Any adjustments or unresolved matters shall be fully authorized to the Chairman for handling.

18. Matters Regarding the Surviving or Newly Established Company Assuming the Rights and Obligations of the Dissolved (or Split) Company (Note 2):
From the merger effective date, Yuanta VC shall succeed to all book assets, liabilities, and all rights and obligations of Yuanta One VC that remain valid as of the merger effective date.

19. Basic Information of Companies Participating in the Merger (Note 3):
(1) Yuanta VC: Venture Capital Industry
(2) Yuanta One VC: Venture Capital Industry

20. Matters Related to Spin-off (including valuation of businesses and assets to be transferred to existing or newly established companies; total number, type, and quantity of shares received by the spun-off company or its shareholders; matters related to capital reduction if the spun-off company reduces capital) (Note: Not applicable if not a spin-off announcement):
Not applicable.

21. Conditions and Restrictions on Future Transfer of Acquired Shares:
Not applicable.

22. Plans after Completion of the Acquisition (including i. intention and plan to continue business operations; ii. whether dissolution, delisting, major organizational, capital, business plan, financial and production changes, arrangements or utilization of key personnel and assets, or any other material matters affecting shareholders' rights will occur):
After the merger, Yuanta VC will be the surviving company, and Yuanta One VC will be dissolved due to the merger.

23. Other Important Agreements:
None.

24. Other Material Matters Related to the Acquisition:
None.

25. Were there any objections from directors regarding this transaction?:
No

26. Information on Directors with Conflicts of Interest in the Acquisition Transaction (name of individual director or name of corporate director and its representative, material content of the interest held by the individual or the represented corporation, including but not limited to actual or expected investment methods in other participating companies, shareholding ratio, transaction price, participation in management of the acquired company, and other investment conditions; reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the acquisition resolution) (Note 7):
(1) According to the exception clause of Article 23 of the Rules for Handling Acquisition or Disposal of Assets by Publicly Issued Companies, and the interpretation issued by the Securities and Futures Bureau of the Financial Supervisory Commission on August 16, 93 (2004), this merger between Yuanta VC and its directly 100%-owned subsidiary Yuanta One VC is considered an intra-group organizational adjustment, and thus exempt from requiring an independent expert's reasonableness opinion.
(2) Material content of interest held by the director or represented corporation: All directors concurrently serve as directors of Yuanta One VC.
(3) Recusal status and reasons: Although all directors of Yuanta VC also serve as directors of Yuanta One VC, creating a formal conflict of interest, this merger qualifies as an organizational adjustment under the M&A Act. According to Article 18, Paragraph 6 of the M&A Act, when a company holds shares in another company and appoints its representative as a director, the directors may participate in discussions and voting on the merger without recusal.

27. Does this involve a change in business model?:
No

28. Explanation of Business Model Change (Note 4):
Not applicable.

29. Transaction Status with the Counterparty in the Past Year and Expected in the Next Year (Note 5):
Not applicable.

30. Source of Funds (Note 5):
Not applicable.

31. Other Disclosures (Note 6):
None.