SinoPac Financial Holdings Announces Board Approval of Merger Between Subsidiary Ching Cheng Securities and SinoPac Securities

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

2. Date of occurrence: 115/6/26

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):
Ching Cheng Securities Co., Ltd. (dissolving company, abbreviated as Ching Cheng Securities)
SinoPac Securities Co., Ltd. (surviving company, abbreviated as SinoPac Securities)

4. Counterparty (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):
SinoPac Securities Co., Ltd.

5. Is the counterparty a related party?: Yes

6. Relationship between the counterparty and the company (e.g., an investee in which the company holds XX% equity), and explanation of why the acquisition or share transfer target is a related enterprise or related party, and whether it affects shareholders' rights:
SinoPac Securities and Ching Cheng Securities are both 100% directly and indirectly held subsidiaries of SinoPac Financial Holdings Co., Ltd. The merger will not affect shareholders' rights.

7. Purpose and terms of the acquisition, including rationale, consideration terms, and payment timing (Note 7):
The merger aims to effectively integrate internal group resources, achieve operational synergies, and strengthen market share in Taiwan's equity brokerage market.

The total consideration for the merger is based on Ching Cheng Securities' net asset value on the day prior to the merger benchmark date, to be paid entirely in cash. SinoPac Securities will initially pay NT$430,002 thousand as the base consideration on the merger benchmark date, with additional adjustments made based on net asset value differences after the benchmark date.

The merger is subject to approval by the Financial Supervisory Commission (FSC). The merger benchmark date will be jointly determined by the chairmen or their designated representatives of both SinoPac Securities and Ching Cheng Securities, authorized by their respective boards, based on the merger timeline. Any changes to the benchmark date will be fully authorized and handled in accordance with applicable laws by the chairmen or their designated representatives and publicly announced.

8. Expected benefits after the acquisition:
Following the merger, SinoPac Securities will expand its market share in Taiwan's equity brokerage market. By integrating branch networks, customer bases, and human resources, the company will achieve operational synergies and further strengthen the group's overall competitiveness.

9. Impact of the acquisition on net asset value per share and earnings per share:
Not applicable.

10. Type of consideration and funding source:
SinoPac Securities will pay cash to Ching Cheng Securities' shareholders in exchange for 100% equity ownership.

11. Share exchange ratio and its calculation basis:
Not applicable.

12. Did the transaction's accountant, lawyer, or securities underwriter issue a non-reasonable opinion?: No

13. Name of the accounting firm, law firm, or securities underwriting company:
Ching Hsin Certified Public Accountants

14. Name of the accountant or lawyer:
Chiu Fang-Tsai

15. License number of the accountant or lawyer:
Taiwan Ministry of Finance Certificate (6) No. 3049

16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash or other assets distributed to shareholders (including: (1) methods, principles, or calculations used to determine the public acquisition price and comparison with internationally accepted market, cost, and discounted cash flow methods; (2) comparison of financial status, profitability, and P/E ratios between the acquired company and listed peers; (3) if the acquisition price references a valuation report, explanation of the report's content and conclusion; (4) if the acquirer's financing repayment plan uses assets or shares of the acquired or surviving company as collateral, assessment of its impact on financial and operational soundness) (Note 7):
Both SinoPac Securities and Ching Cheng Securities are 100% directly or indirectly held subsidiaries of SinoPac Financial Holdings.

Since both parties are under common control before and after the merger, this constitutes an organizational restructuring under common control. Therefore, using the book value method based on net assets is considered reasonable.

17. Tentative timeline for completion (Note 7):
(1) After board resolutions are passed on behalf of shareholders' meetings, the merger application will be submitted to the regulatory authority.
(2) The merger benchmark date will be set after obtaining approval from the Financial Supervisory Commission.

18. Matters related to the surviving or newly established company assuming the rights and obligations of the dissolved (or spun-off) company (Note 2):
From the merger benchmark date, all recorded assets, liabilities, and all rights and obligations of Ching Cheng Securities that remain valid as of the benchmark date shall be legally and comprehensively assumed by SinoPac Securities.

19. Basic information of companies involved in the merger (Note 3):
SinoPac Securities is a comprehensive securities dealer; Ching Cheng Securities is a specialized securities brokerage firm.

20. Matters related to spin-off (including valuation of businesses and assets to be transferred to an existing or newly established 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:
None

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 completion, SinoPac Securities will be the surviving company, and Ching Cheng Securities 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 legal person director and its representative, nature of material interest including but not limited to actual or expected investment methods in other participating companies, shareholding ratio, transaction price, participation in management, and other investment conditions, reasons for recusal or non-recusal, recusal status, and reasons for supporting or opposing the acquisition resolution) (Note 7):
None

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

28. Explanation of business model change (Note 4):
Not applicable

29. Transaction history with the counterparty in the past year and expected within the next year (Note 5):
Not applicable

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

31. Other disclosures (Note 6):
The merger is subject to regulatory approval.