SinoPac Financial Holdings Announces Merger of Subsidiaries King's Town Securities and SinoPac Securities

Announcement Date: June 27, 2026
Statement Date: June 26, 2026
Statement Time: 17:29:39
Company Code: 2890
Company Name: SinoPac Financial Holdings
Subject: SinoPac Financial Holdings, on behalf of its subsidiary King's Town Securities, announces board resolution approving merger with SinoPac Securities
Applicable Clause: Clause 11
Factual Date: June 26, 2026
Details:
1. Type of acquisition (e.g., merger, spin-off, acquisition, share transfer):
Merger
2. Factual date: 6/26/115 (June 26, 2026)
3. Names of companies involved in the acquisition (e.g., merging party, newly established company from spin-off, acquisition target):
King's Town Securities Co., Ltd. (dissolving company, abbreviated as King's Town Securities)
SinoPac Securities Co., Ltd. (surviving company, abbreviated as SinoPac Securities)
4. Counterparty (e.g., merging party, spun-off company, acquisition target):
SinoPac Securities Co., Ltd.
5. Is the counterparty a related party? Yes
6. Relationship between the counterparty and the company (e.g., subsidiary in which the company holds XX% or more), and explanation for selecting a related enterprise or related party as the acquisition target, and whether it affects shareholder权益:
SinoPac Securities and King's Town Securities are both 100% directly and indirectly held subsidiaries of SinoPac Financial Holding Co., Ltd. The merger will not affect shareholder权益.
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 based on the net asset value of King's Town Securities as of the day before 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 scheduled to set the benchmark date upon receiving approval from the Financial Supervisory Commission (FSC). The benchmark date will be determined through mutual coordination by the chairmen or their designated representatives authorized by the boards of both SinoPac Securities and King's Town Securities. If changes are necessary, the chairmen or their designated representatives are fully authorized to handle the matter in accordance with the law and will make public announcements accordingly.
8. Expected benefits post-merger:
After the merger, SinoPac Securities will expand its market share in Taiwan's equity brokerage business. 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:
Not applicable.
10. Type of acquisition consideration and source of funds:
SinoPac Securities will pay cash to the shareholders of King's Town Securities in exchange for 100% equity ownership.
11. Share exchange ratio and calculation basis:
Not applicable.
12. Has the auditor, lawyer, or securities underwriter issued a non-reasonable opinion on this transaction? No
13. Name of auditor, law firm, or securities underwriting company:
King Hsin Certified Public Accountants
14. Name of auditor or lawyer:
Chiu Fang-Tsai
15. Auditor or lawyer license number:
Ministry of Finance Certificate Registration (6) No. 3049
16. Content of the independent expert's opinion on the reasonableness of the share exchange ratio, cash or other property distributed to shareholders:
Both SinoPac Securities and King's Town Securities are 100% directly or indirectly held subsidiaries of SinoPac Financial Holdings. The merger occurs under common control before and after the transaction, constituting an organizational restructuring under common control. Therefore, using the book value method based on net assets is reasonable.
17. Scheduled completion timeline:
(1) After board resolutions are passed (acting on behalf of shareholders' meetings), applications 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 regarding the surviving or newly established company assuming 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 King's Town Securities effective as of the benchmark date shall be legally and comprehensively assumed by SinoPac Securities.
19. Basic information of merging companies:
SinoPac Securities is a comprehensive securities dealer; King's Town Securities is a specialized securities brokerage firm.
20. Matters related to spin-off (including valuation of business and assets to be transferred, total number, type, and quantity of shares received by the spun-off company or its shareholders, capital reduction matters if applicable):
Not applicable
21. Conditions and restrictions on future transfer of acquired shares:
None
22. Plans after completion of acquisition:
After the merger is completed, SinoPac Securities will be the surviving company, and King's Town 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:
None
27. Does this involve a change in business model? No
28. Explanation of business model change:
Not applicable
29. Transaction status with the counterparty in the past year and expected in the next year:
Not applicable
30. Source of funds:
Not applicable
31. Other explanatory matters:
The merger is pending regulatory approval.