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03/25/2026
YFH announces the Board's resolution on acquisition of Yuanta Securities Investment Trust Co., Ltd. as a 100%-owned subsidiary through share swap.
  1. Type of merger and acquisition (e.g.merger, spin-off, acquisition,or share transfer): Acquisition through share swap
  2. Date of occurrence of the event: 2026/03/25
  3. Names of companies participating in the merger and acquisition (e.g., nameof the other company participating in the merger, newly established companyin a spin-off, acquired company, or company whose shares are transferred):
    Yuanta Securities Investment Trust Co., Ltd. (¡§Yuanta Securities
    Investment Trust¡¨)
  4. Trading counterparty (e.g., name of the other company participating in themerger, company spinning off, or trading counterparty to the acquisition orshare transfer): All shareholders of Yuanta Securities Investment Trust other
    than Yuanta Financial Holding Co., Ltd.
  5. Whether the counterparty of the current transaction is a related party: Yes
  6. Relationship between the trading counterparty and the Company (investeecompany in which the Company has re-invested and has shareholding of XX%),explanation of the reasons for the decision to acquire from or transfershares to an affiliated enterprise or related party, and whether it willaffect shareholders¡¦ equity:
    Yuanta Financial Holding Co., Ltd. (the ¡§Company¡¨) currently holds 74.71%
    of Yuanta Securities Investment Trust shares. The counterparties to this
    transaction are all shareholders of Yuanta Securities Investment Trust other
    than the Company, which potentially may include related parties of the
    Company as defined in Article 45 of the Financial Holding Company Act.
    However, the transaction terms are identical for all participating parties,
    and the transaction satisfied supermajority vote requirements at the Board
    meeting.
  7. Purpose and conditions of the merger and acquisition, includingthe reason, consideration conditions and payment schedule ofthe merger and acquisition:
    To effectively integrate group resources, expand synergies, and enhance
    operations and profit momentum, the Company proposes to acquire Yuanta
    Securities Investment Trust as a 100%-owned subsidiary.
    Each common share of Yuanta Securities Investment Trust will be exchanged
    for 5.2583 common shares of the Company.
    The Board of Directors authorized Chairman or the designated person
    to finalize the effective date of share swap after obtaining the
    competent authorities¡¦ approval.
  8. Anticipated benefits of the merger and acquisition:
    This transaction will strengthen the Company¡¦s positioning as a capital
    markets expert, enhance internal collaboration and resource integration,
    and improve operations, profitability, competitiveness, and long-term
    shareholder value.
  9. Effect of the merger and acquisition on net worth per share and earningsper share: The acquisition can enhance group synergies, and is expected to
    have a positive impact on both earnings per share and book value per share
    in the long run.
  10. Types of consideration for mergers and acquisitionsand sources of funds: The stock consideration will be supported by issuing
    new common shares.
  11. Share exchange ratio and calculation assumptions:
    (1)Share exchange ratio:Each common share of Yuanta Securities Investment
    Trust will be exchanged for 5.2583 common shares of the Company.
    (2)Calculation assumptions:The share swap ratio was determined with
    reference to the equity investment valuation report provided by an external
    financial advisor. The ratio falls within the reasonable range
    stated in the fairness opinion issued by the independent expert
    Shu Chen Chang, a CPA from BDO Taiwan.
  12. Whether the CPA, lawyer or securities underwriterissued an unreasonable opinion regardingthe transaction: No
  13. Name of accounting, law or securities firm: BDO Taiwan
  14. Name of CPA or lawyer: Shu Chen Chang
  15. Practice certificate number of the CPA:
    (86) Taiwan Finance Securities (VI) No.74537.
  16. The content of the independent expert opinion on the reasonablenessof the share exchange ratio, cash or other assets allotted toshareholders  in this merger and acquisition:
    The independent expert applied both the income approach and the market
    approach to evaluate the market value of Yuanta Securities Investment
    Trust¡¦s common shares, and the market price method to assess the valuation
    range of the Company¡¦s common shares.
    According to the fairness opinion, the independent expert considers the
    fair share swap ratio range for each common share of Yuanta Securities
    Investment Trust to be between 4.6840 and 5.7731 common shares of the
    Company. This ratio reflects the Company¡¦s conservative principle of
    safeguarding shareholder interests.
    The Company proposes a share swap ratio of 5.2583 common shares of the
    Company for each common share of Yuanta Securities Investment Trust. As
    this proposed ratio falls within the evaluated fair share swap ratio range,
    the share swap ratio for this transaction is deemed reasonable.
  17. Estimated date of completion:
    (1)This transaction will be submitted to the competent authority after the
    resolutions are approved at the Annual General Meeting of both companies.
    (2)The Board of Directors authorized Chairman or the designated person
    to finalize the effective date of share swap after obtaining the
    competent authorities¡¦ approval.
  18. Matters related to the assumption of corporate rightsand obligations of the dissolving company (or spin-off)by the existing or newly-establishedcompany: NA
  19. Basic information of companies participating in the merger:
    Yuanta Financial Holding Co., Ltd. is a financial holding company mainly
    operating in investment and management of its invested enterprises.
    Yuanta Securities Investment Trust is a securities investment trust company,
    primarily engaging in securities investment trust, discretionary investment,
    futures trust and the other related businesses.
  20. Matters related to the spin-off (including estimated valueof the business and assets planned to be transferred to theexisting company or newcompany.The total number of shares to be acquired by the spun-off companyor its shareholders, and their respective types and no.Matters related tothe reduction, if any, in capital of the spun-off company)(note: not
    applicable for announcements unrelated to spin-offs):NA
  21. Conditions and restrictions for future transfer of sharesresulting from the merger and acquisition: NA
  22. Post-merger and acquisition plan:
    (1) Willingness to continue operating the business of the company,
    and the contents of plans to that effect
    (2) Dissolution; delisting from an exchange (or OTC market);
    material changes in organization, capital, business plan,
    financial operations and production; accommodation or
    utilization of staff and assets critical to the Company;
    or any other matter of material significance that would
    affect the company's shareholder equity:
    After the completion of this share swap case, Yuanta Securities Investment
    Trust will become a 100%-owned subsidiary of Yuanta Financial Holding
    Co., Ltd.
  23. Other important terms and conditions:
    (1)If either party distributes stock dividends and/or cash dividends up to
    the share swap effective date, the share swap ratio will be adjusted
    according to the formula stipulated in Article 4 of the Share Swap
    Agreement.
    (2)This share swap case must be approved by the shareholders¡¦ meetings of
    both parties and the competent authorities before it can be effective.
    (3)The number of newly issued common shares by the Company for this share
    swap case will be calculated based on the total number of outstanding
    common shares of Yuanta Securities Investment Trust as of the share swap
    effective date, minus the shares held by the Company and any shares
    repurchased from dissenting shareholders(if applicable), and then
    multiplied by the agreed exchange ratio. If the exchange ratio is adjusted
    in accordance with Article 4 of the share swap agreement, the adjusted
    ratio shall be applied.
  24. Other major matters related to the mergers and acquisitions: None
  25. Any objections from directors to the transaction: None
  26. Information on interested directors involved in the mergersand acquisitions:
    (1)Material information about conflicts of interest involving the Company,
    its representatives, or related legal entities:
    a.The Company¡¦s institutional shareholders, Lien Heng Investment Co., Ltd.
    and Teng Ta Investment Co., Ltd., respectively hold 0.10% and 1.69% of
    Yuanta Securities Investment Trust. Since these Company¡¦s institutional
    shareholders may receive newly issued shares of the Company as a result of
    this share swap, these institutional shareholders should have an interest
    in this transaction.
    b.Director Chien Weng is not a shareholder of Yuanta Securities Investment
    Trust, but he serves as a director of Tsun Chueh Investment Co., Ltd.,
    that is considered a same related party with institutional shareholders
    under Article 16 of the Financial Holding Company Act.
    c.Director Wei-Cherng Hwang is not a shareholder of Yuanta Securities
    Investment Trust, but he serves as a director of Modern Investment
    Co., Ltd., that is considered a same related party with institutional
    shareholders under Article 16 of the Financial Holding Company Act.
    d.Director Wei-Chien Ma is not a shareholder of Yuanta Securities
    Investment Trust, but he serves as a director of an entity that is
    considered a same related party with institutional shareholders under
    Article 16 of the Financial Holding Company Act.
    e.Director Wei-Chen Ma is not a shareholder of Yuanta Securities Investment
    Trust, but he serves as a director of Lien Heng Investment Co., Ltd., one
    of the institutional shareholders.
    f.Director Chung-Yuan Chen is not a shareholder of Yuanta Securities
    Investment Trust, but he serves as a director of Tsun Chueh Investment
    Co., Ltd., that is considered a same related party with institutional
    shareholders under Article 16 of the Financial Holding Company Act.
    (2)Recusal circumstances and rationale:
    Upon review and consideration of legal counsel¡¦s opinion:
    a.Prior to board approval, the Audit Committee reviewed the acquisition
    plan and assessed the fairness and reasonableness of the transaction, and
    an independent expert was engaged to provide a fairness opinion. The Audit
    Committee is composed entirely of independent directors, and no
    non-independent directors of the Company attended meetings concerning key
    matters such as transaction terms and exchange ratio.
    b.The share swap case is expected to enhance the Company¡¦s operating
    performance. While Director Chien Weng, Director Wei-Cherng Hwang, Director
    Wei-Chien Ma, Director Wei-Chen Ma, and Director Chung-Yuan Chen could
    participate in the discussion and voting without apparent risk of harming
    the Company¡¦s interest, they nevertheless recused themselves from the
    decision-making process to ensure objectivity and strengthen corporate
    governance.
    (3)Rationale for approving the acquisition resolution:
    Aforementioned directors believe that the share swap will enhance
    operations and create shareholder value, and therefore support the
    transaction.
  27. Whether the transaction involved in change of business model: No
  28. Details on change of business model: NA
  29. Details on transactions with the counterparty for the past yearand the expected coming year: NA
  30. Source of funds: NA
  31. Any other matters that need to be specified:
    This case still needs to be approved by the shareholders' meetings of both
    parties, and then it needs to be approved by the Financial Supervisory
    Commission, the Taiwan Stock Exchange Co., Ltd., and other related
    competent authorities.