Ts Financial Holding Co., Ltd.TWSE: 2887

Holdings announces on behalf of i subsidiary Taishin Bank, the effective date of merger between Taishin Bank and Shin Kong Bank.

· Issued by Ts Financial Holding Co., Ltd.
Major Announcements
TS Holdings announces on behalf of its subsidiary Taishin Bank, the effective date of merger between Taishin Bank and Shin Kong Bank.
2026/08/12

Date of events

2026/08/12

To which item it meets

paragraph 51

Statement

1.Date of occurrence of the event:2026/08/12

2.Company name:Taishin International Bank Co., Ltd.

3.Relationship to the Company (please enter "head office" or

"subsidiaries"):Subsidiaries.

4.Reciprocal shareholding ratios:Non-applicable.

5.Cause of occurrence:

(1)In accordance with Article 4 of the "Procedures for Verification and

Disclosure of Material Information of Companies with Listed Securities"

of the Taiwan Stock Exchange Corporation, Taishin International Bank Co.,

on June 4, 2026, announced a explanation regarding the material

information of the resolution adopted by the Board of Directors (acting on

behalf of the shareholders' meeting) to merge with Taiwan Shin Kong

Commercial Bank Company Ltd.

(2)Supplementary Information:

Taishin Bank intends to merge with Shin Kong Bank through the issuance of

new shares as consideration. The merger plan and merger agreement were

approved by the Board of Directors (acting on behalf of the shareholders

meeting) on June 4, 2026, and have been approved by the Financial

Supervisory Commission Letter (reference No.11502214831 dated 2026/08/10).

As merger consideration, Taishin Bank will issue new shares to the

shareholders of Shin Kong Bank at an exchange ratio of 1 share of Shin

Kong Bank common stock for 0.9505 share of Taishin Bank common stock.

In addition, if Shin Kong Bank records net income after tax for the

fiscal year immediately preceding the merger effective date and/or for

the period from the beginning of the current fiscalyear to the day

immediately preceding the merger effective date, Taishin Bank shall,

no later than the corresponding date six months after the merger

effective date, pay 70% of such net income after tax to the shareholder

of Shin Kong Bank as contingent cash merger consideration.

The effective date of merger has been jointly determined by the Chairmen of

both companies as January 1, 2027. Should it become necessary to change the

effective date of the merger, the boards of directors of both parties

authorized their respective Chairmen, or their designated representatives,

have to coordinate such changes and make subsequent public announcements.

6.Countermeasures:Non-applicable.

7.Any other matters that need to be specified (the information disclosure

also meets the requirements of Article 7, subparagraph 9 of the Securities

and Exchange Act Enforcement Rules, which brings forth a significant impact

on shareholders rights or the price of the securities on public companies.):No

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