Yuanta One Venture Capital Announces Board Resolution on Simplified Merger with Yuanta Venture Capital

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

2. Date of occurrence:
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 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 (e.g., the other party in a merger, the company receiving the spin-off, or the counterparty in an acquisition or share transfer):
Yuanta VC

5. Is the counterparty a related party?:
Yes

6. Relationship between the counterparty and the company (e.g., the company holds XX% of the invested company), and explanation of why the acquisition or share transfer target is a related enterprise or party, and whether it affects shareholders' rights:
In accordance with Article 32 of the Financial Holding Company Act, a simplified merger is being conducted. Yuanta One VC is a wholly-owned subsidiary of Yuanta VC (100% ownership), so the merger does not affect shareholders' equity.

7. Purpose and terms of the acquisition, including reasons, consideration terms, and payment timing (Note 7):
The merger aims to integrate resources, expand operations, enhance operational efficiency, and reduce management costs.

8. Expected benefits after the acquisition:
The surviving company, Yuanta VC, will improve operational efficiency through business integration.

9. Impact of the acquisition on net asset value per share and earnings per share:
Since Yuanta One VC is a 100% subsidiary of Yuanta VC, there is no impact on 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. Whether accountants, lawyers, or securities underwriters issued opinions on unreasonableness for this transaction:
Not applicable.

13. Name of the accounting firm, law firm, or securities underwriting company:
Not applicable.

14. Name of the accountant or lawyer:
Not applicable.

15. License number of the accountant or lawyer:
Not applicable.

16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash, or other property distributed to shareholders (including: 1. methods, principles, or calculation methods used to determine the public acquisition price, and comparison with internationally accepted methods such as market price, cost, and discounted cash flow; 2. comparison of financial status, profitability, and P/E ratios with listed peers; 3. explanation of valuation report content and conclusions if referenced; 4. assessment of impact on financial and operational soundness if financing is secured using assets or shares of the acquired or surviving company) (Note 7):
Not applicable.

17. Scheduled timeline for completion (Note 7):
The expected merger effective date is September 30, 2026 (ROC Year 115). Any changes or unresolved matters will be authorized to the Chairman for full discretion.

18. Matters concerning the surviving or newly established company assuming the rights and obligations of the dissolved (or spun-off) company (Note 2):
From the merger effective date, Yuanta VC will succeed to all assets, liabilities, and all valid rights and obligations of Yuanta One VC as of the merger effective date.

19. Basic information of companies participating in the merger (Note 3):
(1) Yuanta VC: Venture capital business
(2) Yuanta One VC: Venture capital business

20. Matters related to spin-off (including valuation of business and assets to be transferred to the existing or new company; total number, type, and quantity of shares received by the spun-off company or its shareholders; matters related to capital reduction if applicable) (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: 1. intention and plan to continue business operations; 2. whether dissolution, delisting, major organizational, capital, business plan, financial or production changes, arrangements for key personnel or 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 agreed matters:
None.

24. Other significant matters related to the acquisition:
None.

25. Were there any dissenting directors in 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 interest held by the individual or corporate representative (including but not limited to investment methods, shareholding ratios, transaction prices, participation in management, and other investment conditions in other participating companies), 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 Regulations on Acquisitions and Dispositions of Assets by Publicly Issued Companies and the Executive Yuan Financial Supervisory Commission Securities and Futures Bureau's Interpretation Letter No. 0930130304 dated August 16, 2004, this merger between Yuanta VC and its 100%-owned subsidiary Yuanta One VC is considered an intra-group organizational adjustment and is exempt from requiring an independent expert's reasonableness opinion.
(2) Material content of interest: All directors concurrently serve as directors of Yuanta VC.
(3) Recusal status and reasons: Since all directors of Yuanta VC also serve as directors of Yuanta One VC, there is a formal conflict of interest. However, under Article 18, Paragraph 6 of the M&A Act, directors of Yuanta One VC may participate in discussions and voting on the merger resolution because Yuanta VC holds shares in Yuanta One VC and has appointed representatives as directors. Therefore, recusal is not required.

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 explanatory matters (Note 6):
None.