[Taishin Shin Kong Financial] The Company announces that its subsidiary Taishin Bank's board of directors, acting on behalf of the shareholders' meeting, approved the merger with Shin Kong Bank.

1. Type of merger (merger, split, acquisition, or share transfer):
Merger
2. Date of occurrence: June 4, 2026 (115/6/4)
3. Names of companies involved in the merger (name of the other company in the merger, the newly established company in a split, or the target company in an acquisition or share transfer):
Taishin International Commercial Bank Co., Ltd. (surviving company, hereinafter Taishin Bank)
Taiwan Shin Kong Commercial Bank Co., Ltd. (dissolving company, hereinafter Shin Kong Bank)
4. Transaction counterparty (the other company in the merger, the company to which assets are split, or the transaction target in an acquisition or share transfer):
Shin Kong Bank
5. Whether the transaction counterparty is a related party: Yes
6. Relationship between the transaction counterparty and the company (the invested company in which the company holds a certain percentage of shares), and the reason for selecting a related enterprise or related party as the target of the acquisition or share transfer, and whether it does not affect shareholders' equity:
Both Taishin Bank and Shin Kong Bank are wholly-owned subsidiaries of Taishin Shin Kong Financial Holding Co., Ltd. This merger is a group internal restructuring and does not affect shareholders' equity.
7. Purpose and conditions of the merger, including rationale, consideration, and payment timing:
(1) Rationale: To expand operational scale, integrate group resources, and enhance market competitiveness.
(2) Consideration and payment timing: On the merger effective date, 0.9505 shares of Taishin Bank common stock will be exchanged for each share of Shin Kong Bank common stock. Additionally, if Shin Kong Bank has after-tax net profit in the fiscal year prior to the merger effective date and/or in the current fiscal year up to the day before the merger effective date, Taishin Bank shall pay 70% of such after-tax net profit to Shin Kong Bank shareholders as contingent cash consideration within a period equivalent to six months after the merger effective date.
8. Expected benefits after the merger:
Expansion of operational scale, integration of group resources, and enhancement of market competitiveness.
9. Impact on net value per share and earnings per share:
The surviving company after the merger is expected to improve operational efficiency through business integration, which will have a positive impact on future net value per share and earnings per share.
10. Type of consideration and source of funds:
Taishin Bank will issue new shares as consideration. On the merger effective date, 0.9505 shares of Taishin Bank common stock will be exchanged for each share of Shin Kong Bank common stock. If there is contingent cash consideration, it will be paid from cash on hand.
11. Exchange ratio and calculation basis:
(1) Exchange ratio: 0.9505 shares of Taishin Bank common stock for each share of Shin Kong Bank common stock. Fractional shares will be settled in cash at par value (rounded down to the nearest NT dollar).
(2) Calculation basis: The exchange ratio is based on the book value per share from the audited financial statements of both banks as of March 31, 2026, after considering the 2025 dividend distribution amounts of each bank.
12. Whether the accountant, lawyer, or securities underwriter has issued a non-reasonableness opinion: No
13. Name of accounting firm, law firm, or securities underwriter:
Kuan-Ho Chien-Ho Certified Public Accountants
14. Name of accountant or lawyer:
Lin Jin-Feng, CPA
15. CPA or lawyer license number:
Financial Supervisory Commission Permit No. 0940131912
16. Content of the independent expert's reasonableness opinion on the exchange ratio and cash or other property distributed to shareholders:
The CPA evaluated the exchange ratio using the asset approach, based on the book value from the audited financial statements as of March 31, 2026, after considering the 2025 dividend distribution amounts, and also considering future contract terms and possible events, including the contingent cash consideration arrangement in the merger agreement. The CPA concluded that the exchange ratio is reasonable.
17. Estimated completion schedule:
(1) After the boards of directors of both banks (acting on behalf of the shareholders' meeting) approve the merger, they will apply to the Financial Supervisory Commission.
(2) After obtaining regulatory approval, the chairmen of both banks or their designees will coordinate and set the merger effective date based on the merger process.
18. Matters related to the surviving or new company assuming the rights and obligations of the dissolving (or split) company:
From the merger effective date, all assets, liabilities, and all valid rights and obligations of Shin Kong Bank will be legally assumed by Taishin Bank on a comprehensive basis.
19. Basic information of the merging companies:
Both Shin Kong Bank and Taishin Bank are commercial banks.
20. Matters related to the split (if applicable):
Not applicable.
21. Conditions and restrictions on future transfer of merger shares:
Not applicable.
22. Post-merger plans:
After the merger, Taishin Bank will be the surviving company, and Shin Kong Bank will be dissolved and liquidated due to the merger.
23. Other important agreements:
According to Article 5.3 of the merger agreement, the exchange ratio shall not be adjusted unless one of the following events occurs before the merger effective date:
5.3.1 Capital reduction or cash capital increase, issuance of convertible bonds, free stock dividends, issuance of bonds with warrants, preferred shares with warrants, warrants, or other equity-like securities, or other actions that may dilute equity.
5.3.2 Acquisition or disposal of major assets affecting the company's financial or business condition.
5.3.3 Occurrence of major force majeure events or disasters, significant losses, major litigation, or other events that materially affect the company's financial, business, operational, shareholder equity, or securities price.
5.3.4 Adjustments based on changes in the book net assets of Taishin Bank or Shin Kong Bank from the valuation date to the day before the merger effective date.
5.3.5 Other adjustments required by law, regulatory authorities, or necessary to obtain approval for the merger.
24. Other material matters related to the merger:
None.
25. Whether any director dissented: No
26. Information on directors with conflicts of interest in the merger:
None.
27. Whether it involves a change in business model: No
28. Explanation of business model change:
Not applicable.
29. Past one year and expected future one year transactions with the counterparty:
Not applicable.
30. Source of funds:
Not applicable.
31. Other explanatory matters:
This merger is subject to approval by the Financial Supervisory Commission.