2890 SinoPac Financial Holdings: SinoPac Securities Announces Merger with King's Town Securities

Announcement Date: June 27, 2026
Statement Date: June 26, 2026
Statement Time: 17:28:37
Company Code: 2890
Company Name: SinoPac Financial Holdings
Subject: SinoPac Financial Holdings announces board resolution approving the merger between its subsidiary SinoPac Securities and King's Town Securities
Applicable Clause: Item 11
Factual Date: June 26, 2026

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

2. Factual Date: June 26, 2026

3. Names of companies involved in the acquisition (e.g., merging party, newly established company from spin-off, acquisition target):
SinoPac Securities Co., Ltd. (Surviving Company, hereinafter “SinoPac Securities”)
King's Town Securities Co., Ltd. (Dissolved Company, hereinafter “King's Town Securities”)

4. Counterparty (e.g., other party in merger, transferee in spin-off, acquisition target):
King's Town Commercial Bank Co., Ltd. (hereinafter “King's Town Bank”)

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% or more), and explanation of why a related enterprise or related party was selected as the acquisition or share transfer target, and whether it affects shareholders’ equity:
Both SinoPac Securities and King's Town Bank are 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:
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 is based on the net asset value of King's Town Securities as of the day prior to the effective date of the merger, to be paid entirely in cash. SinoPac Securities will initially pay NT$430,002 thousand as the base consideration on the effective date, with any net asset value difference settled afterward.
The merger is subject to approval by the Financial Supervisory Commission (FSC). The effective date will be jointly determined by the chairpersons (or their designated representatives) of both companies’ boards of directors, based on the merger timeline. Any changes to the effective date will be authorized and handled accordingly by the respective chairpersons or their designees, and publicly announced.

8. Expected benefits post-merger:
Following the merger, SinoPac Securities will expand its market share in Taiwan's equity brokerage business. By integrating branch networks, customer bases, and talent resources, the company aims to achieve operational synergies and further enhance the group’s overall competitiveness.

9. Impact on net asset value per share and earnings per share:
The merger is expected to generate operational synergies, positively impacting future net asset value per share and earnings per share.

10. Type of 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 calculation basis:
Not applicable

12. Has the accountant, lawyer, or underwriter issued an opinion of unreasonableness for this transaction? No

13. Name of accounting firm, law firm, or securities underwriter:
A&C Certified Public Accountants

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

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

16. Content of the independent expert’s opinion on the reasonableness of the share exchange ratio and cash or other property distribution to shareholders:
Both SinoPac Securities and King's Town Securities are 100% directly or indirectly held subsidiaries of SinoPac Financial Holdings. As both entities are under common control before and after the merger, this constitutes a reorganization under common control. Therefore, using the book value method based on net asset value is considered reasonable.

17. Tentative completion schedule:
(1) After board resolutions (acting on behalf of shareholders’ meetings), applications will be submitted to the regulatory authority.
(2) The effective date of the merger will be set upon receiving approval from the Financial Supervisory Commission.

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

19. Basic information of the 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 (e.g., 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 details):
Not applicable

21. Conditions and restrictions on future transfer of acquired shares:
None

22. Post-merger plans:
Upon completion, SinoPac Securities will be the surviving entity, and King's Town Securities will be dissolved due to the merger.

23. Other important agreed terms:
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 history 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:
This merger is subject to regulatory approval.