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03/25/2026
YFH announces board resolution of Yuanta Securities Investment Trust approving share swap with YFH.
  1. Type of merger and acquisition (e.g.merger, spin-off, acquisition,or share transfer): 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 Financial Holding Co., Ltd. (¡¨Yuanta FHC¡¨)
  4. Trading counterparty (e.g., name of the other company participating in themerger, company spinning off, or trading counterparty to the acquisition orshare transfer): Yuanta FHC
  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 FHC currently holds 74.71% of Yuanta Securities Investment Trust
    shares. Yuanta FHC will issue new shares to all shareholders of Yuanta
    Securities Investment Trust other than Yuanta FHC, which potentially may
    include related parties of the company as defined in Article 45 of the
    Financial Holding Company Act.The transaction terms are identical for all
    participating parties.
  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
    competitiveness.Each common share of Yuanta Securities Investment Trust
    will be exchanged for 5.2583 common shares of Yuanta FHC.
    The actual effective date of the share swap will be determined by both
    parties after obtaining the competent authorities' approval of this
    transaction.
  8. Anticipated benefits of the merger and acquisition:
    After the completion of share swap, Yuanta Securities Investment Trust
    will become a wholly-owned subsidiary of Yuanta FHC, which will help to
    leverage operational synergies and enhance competitiveness.
  9. Effect of the merger and acquisition on net worth per share and earningsper share:
    The transaction can enhance operational synergies and competitiveness,
    and is expected to have a positive impact on both earnings per share and
    book value per share.
  10. Types of consideration for mergers and acquisitionsand sources of funds: NA
  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 Yuanta FHC.
    (2) Calculation assumptions:
    The share swap ratio is determined with reference to the equity investment
    valuation report provided by an external financial advisor. The agreed-upon
    ratio falls within the reasonable range stated in the fairness opinion
    issued by the independent expert Chung Chih Chieh, a CPA
    from Qin-Mei Co., CPAs.
  12. Whether the CPA, lawyer or securities underwriterissued an unreasonable opinion regardingthe transaction: No
  13. Name of accounting, law or securities firm: Qin-Mei Co., CPAs
  14. Name of CPA or lawyer: Chung Chih Chieh
  15. Practice certificate number of the CPA: FSC Certificate No.7320
  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 the market-base approach (guideline
    transaction method) to assess the value of Yuanta FHC and the market-base
    approach (guideline public company method) to evaluate the valuation range
    of Yuanta Securities Investment Trust'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 4.55 and 5.73 common shares of Yuanta FHC.
    Yuanta Securities Investment Trust proposes a exchange ratio of one Yuanta
    Securities Investment Trust common share to 5.2583 Yuanta FHC common shares.
    As the proposed ratio falls within the evaluated fair share swap ratio
    range, the share swap ratio 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)Once the competent authority approves this case, both parties will
    determine the effective date of share swap.
  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 Securities Investment Trust is a securities investment trust
    company, primarily engaging in securities investment trust, discretionary
    investment, futures trust and the other related businesses.
    Yuanta Financial Holding Co., Ltd. is a financial holding company mainly
    operating in investment and management of its invested enterprises.
  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, Yuanta Securities Investment
    Trust will become a wholly-owned subsidiary of Yuanta FHC.
  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 Yuanta FHC 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 Yuanta FHC and any shares repurchased from
    dissenting shareholders(if applicable), and then multiplied by the 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)Information about material conflicts of interest involving Yuanta
    Securities Investment Trust, its representatives, or related legal entities:
    a. Yuanta FHC, the corporate shareholder of Yuanta Securities Investment
    Trust, has appointed Liu, Tsung-Sheng, Huang, Ting-Hsien, Chen, Pei-Yu, Lee,
    Ta-Ching, Lai, Kun-Hong, and Chen, Szu-Pei as its corporate representative
    directors.
    b. Yuanta FHC, the corporate shareholder of Yuanta Securities Investment
    Trust, has appointed Chang, Wei-Ning and Wei, Yi-Ju as its corporate
    representative directors, who also serve as managers of Yuanta FHC.
    (2) Recusal circumstances and rationale:
    Upon review and consideration of legal counsel's opinion:
    a. Prior to board approval, the Special Committee on Mergers and
    Acquisitions 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 Special Committee on Mergers and
    Acquisitions is composed of external experts and supervisors, and none of
    Yuanta Securities Investment Trust directors attended deliberations on
    important matters such as transaction terms and exchange ratio.
    b. Liu, Tsung-Sheng, Huang, Ting-Hsien, Chen, Pei-Yu, Lee, Ta-Ching, Lai,
    Kun-Hong, and Chen, Szu-Pe are eligible to participate in discussions and
    voting in accordance with the Corporate Mergers and Acquisitions Act, and
    are not required to abstain.
    Chang, Wei-Ning and Wei, Yi-Ju, who also serve as managers of Yuanta FHC,
    are eligible to participate in discussions and voting in accordance with the
    Corporate Mergers and Acquisitions Act, but both requested to abstain from
    the discussions and voting.
    (3) Rationale for approving the acquisition resolution:
    Directors believe that the share swap will create operational synergies and
    enhance copmetitiveness 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 related competent
    authorities.