TS Holdings announces on behalf of its subsidiary, Taishin Financial Leasing (China) Co., Ltd the merger of SK Leasing (Suzhou) Co.,Ltd.
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Date of events |
2026/07/20 |
To which item it meets |
paragraph 11 |
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Statement |
1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer): Merger. 2.Date of occurrence of the event:2026/07/20 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Taishin Financial Leasing (China) Co., Ltd (Surviving company). 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): SK Leasing (Suzhou) Co., Ltd (Dissolved company). 5.Whether the counterparty of the current transaction is a related party: Yes. 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders’ equity: Both Taishin Financial Leasing (China) Co., Ltd and SK Leasing (Suzhou) Co., Ltd are Taishin International Bank Co., Ltd holds 100% of the shares of Taishin D.A. Financial Co., Ltd a subsidiary of Taishin D.A. Financial Co., Ltd. The merger in this case is an organizational reorganization within the group and does not affect shareholders' equity. 7.Purpose and conditions of the merger and acquisition, including the reason, consideration conditions and payment schedule of the merger and acquisition: Integrating TS financial holdings' resources and increasing subsidiaries' competitiveness in financial leasing industry in China. This merger case pertains to Taishin D.A. Financial Co., Ltd.'s adjustment of its capital contributions to Taishin Financial Leasing (China) Co., Ltd. and SK Leasing (Suzhou) Co., Ltd. and does not require any separate payment of consideration. 8.Anticipated benefits of the merger and acquisition: After the merger of the two financial leasing subsidiaries, it is expected that the cost and risk can be reduced, and the resources can be concentrated and make the maximum benifit of TS Financial holdings' investment capital. 9.Effect of the merger and acquisition on net worth per share and earnings per share: No effect. Taishin Financial Leasing (China) Co., Ltd will merge by shareholders' equity of SK Leasing (Suzhou) Co., Ltd. 10.Types of consideration for mergers and acquisitions and sources of funds: No further payment as a consideration in this case. 11.Share exchange ratio and calculation assumptions: N/A. 12.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction: None. 13.Name of accounting, law or securities firm: Trust and Assist CPAs 14.Name of CPA or lawyer: Chang-Yu Lin 15.Practice certificate number of the CPA: Taipei CPA Association Number: 2785 16.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition: N/A. 17.Estimated date of completion: The merger reference date is tentatively set for July 31, 2026; should any changes be necessary, the Company’s Chairman is authorized to handle the matter with full discretion. 18.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: Taishin Financial Leasing (China) Co., Ltd. will generally assume all rights and obligations of SK Leasing (Suzhou) Co., Ltd. 19.Basic information of companies participating in the merger: Taishin Financial Leasing (China) Co., Ltd. and SK Leasing (Suzhou) Co., Ltd. are both financial leasing companies, primarily engaged in financial leasing business. 20.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs): N/A. 21.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition: N/A. 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: 1.The registered capital of Taishin Financial Leasing (China) Co., Ltd. will be increased from US $80 million to US $110 million and will continue to carry on business. 2. SK Leasing (Suzhou) Co.,Ltd will be dissolved after the merger. 23.Other important terms and conditions: None. 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 mergers and acquisitions: None. 27.Whether the transaction involved in change of business model: N/A. 28.Details on change of business model: N/A. 29.Details on transactions with the counterparty for the past year and the expected coming year: None. 30.Source of funds: N/A. 31.Any other matters that need to be specified: This case still needs to be approved by the Investment Commission of the Ministry of Economic Affairs, and the merger date will be announced once approval is obtained. |
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