SinoPac Financial Holdings Announces Board Approval of Merger Between Subsidiary SinoPac Securities and Ching Cheng 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, the newly established company in a spin-off, or the target company in an acquisition or share transfer):
SinoPac Securities Co., Ltd. (surviving company, hereinafter referred to as "SinoPac Securities")
Ching Cheng Securities Co., Ltd. (dissolved company, hereinafter referred to as "Ching Cheng Securities")

4. Counterparty (e.g., the other party in a merger, the transferee in a spin-off, or the counterparty in an acquisition or share transfer):
Ching Cheng Commercial Bank Co., Ltd. (hereinafter referred to as "Ching Cheng Bank")

5. Whether the counterparty is a related party: Yes

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

7. Purpose and terms of the acquisition, including rationale, consideration terms, and payment timing:
To effectively integrate internal group resources, realize operational synergies, and strengthen market share in Taiwan's equity brokerage market.

The total merger consideration is equal to the net asset value of Ching Cheng Securities as of 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 any net asset value difference settled afterward.

This merger is subject to approval by the Financial Supervisory Commission (FSC). The merger benchmark date will be jointly determined by the chairpersons or their designated representatives of SinoPac Securities and Ching Cheng Securities, authorized by their respective boards, based on the merger timeline.

If changes to the merger benchmark date are necessary, the chairpersons or their designated representatives of both companies, authorized by their boards, will have full authority to handle the matter in accordance with applicable laws and regulations, and will make public announcements accordingly.

8. Expected benefits post-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 effectively realize 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:
Operational synergies are expected post-merger, which should positively benefit net asset value per share and earnings per share in the future.

10. Type of acquisition consideration and source of funds:
The merger consideration is in cash, funded from existing operating funds. If necessary, commercial paper will be issued to cover any shortfall.

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

12. Whether accountants, lawyers, or securities underwriters have issued opinions on the unreasonableness of this transaction: No

13. Name of accounting firm, law firm, or securities underwriting company:
An-Cheng Certified Public Accountants

14. Name of accountant or lawyer:
Chen Jing-Ling

15. License number of accountant or lawyer:
Taipei CPA License No. 943

16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash or other assets distributed to shareholders:
SinoPac Securities and Ching Cheng Securities are both 100% directly or indirectly held subsidiaries of SinoPac Financial Holdings. The merging parties are under the same controlling entity before and after the merger, constituting an organizational restructuring under common control. Therefore, using the book value method based on net asset value is reasonable.

17. Scheduled completion timeline:
(1) After approval by the board of directors of both companies (acting as shareholders' meetings), the merger will be submitted to the competent authority for approval.
(2) The merger benchmark date will be set after obtaining approval from the Financial Supervisory Commission.

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

19. Basic information of the merging companies:
SinoPac Securities is a comprehensive securities dealer; Ching Cheng Securities is a specialized securities brokerage firm.

20. Matters related to spin-off (including the 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 of the spun-off company): 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 operating the business; (2) whether dissolution, delisting, major organizational, capital, business plan, financial, or production changes, arrangements or utilization of key personnel or assets, or any other material matters affecting shareholders' equity will occur):
Upon completion of the merger, 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. Whether any directors objected to the transaction: No

26. Information on directors with conflicts of interest in the acquisition transaction (name of natural person director or name of legal person director and its representative, nature of significant conflict of interest (including but not limited to actual or anticipated 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):
None

27. Whether the transaction involves a change in business model: No

28. Explanation of business model change:
Not applicable

29. Transaction status with the counterparty within the past year and expected within the next year:
Not applicable

30. Source of funds:
Not applicable

31. Other explanatory matters:
This merger is subject to approval by the competent authority.