Hua Nan Financial : Announcement on behalf of subsidiary Hua Nan Securities Co., Ltd. the board resolution to acquire the businesses of Feng Long Securities Co., Ltd.

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Provided by: HUA NAN FINANCIAL HOLDINGS CO.,LTD.
SEQ_NO	5	Date of announcement	2022/07/28	Time of announcement	16:13:50
Subject	Announcement on behalf of subsidiary Hua Nan Securities Co., Ltd. the board resolution to acquire the businesses of Feng Long Securities Co., Ltd.
Date of events	2022/07/28	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Acquisition. 2.Date of occurrence of the event:2022/07/28 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): Hua Nan Securities Co., Ltd. 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):Feng Long Securities Co., Ltd. 5.Whether the counterparty of the current transaction is a related party: Not related party. 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:Non-affiliated enterprise or related party. 7.Purpose of the merger and acquisition: Expand the scale of businesses and enhance the operating competitiveness. 8.Anticipated benefits of the merger and acquisition: Strengthen the channels'competitive advantages and upgrade operational efficiency. 9.Effect of the merger and acquisition on net worth per share and earnings per share: This transfer will not effect book value、per share and earnings per share. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: When the business transfer contract is signed, NTD 22,000,000 will be paid; NTD 22,000,000 will be paid within 2 days from the day after the approval letter from the competent authority is obtained; NTD 22,000,000 will be paid within 2 days from the day after the transfer record date. 11.Types of consideration for mergers and acquisitions and sources of funds: Types of consideration:Cash Sources of funds:Equity Fund. 12.Share exchange ratio and calculation assumptions:NA 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No 14.Name of accounting, law or securities firm:Gao-Wei CPA firm 15.Name of CPA or lawyer:Wen-Jing Tsai 16.Practice certificate number of the CPA: Tai Cai Zheng Deng (6) Zi No. 1494 17.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:NA 18.Estimated date of completion: Subject to the approval date of the competent authority. 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:None 20.Basic information of companies participating in the merger: Feng Long Securities established in 1989 at Feng Yuan District, Taichung City, Taiwan(R.O.C.), and has head office only. Major businesses of Feng Long Securities: (1)Brokerage of securities listed on Taiwan Stock Exchange (TSE). (2)Brokerage of securities listed on Over-the-Counter Market (OTC). (3)Auxiliary trading service for securities-related futures. (4)Other businesses approved by the Financial Supervisory Commission of Taiwan. 21.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):NA 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed:NA 24.Other important terms and conditions: The acquisition is to acquire the businesses of Feng Long Securities, its real estates are excluded. The total price for acquisition of Feng Long Securities is NTD 66,000,000. In addition to authorizing the external experts and organizations to evaluate valuation, the above transaction prices value has already been evaluated by Wen-Jing Tsai of Gao-Wei Certified Public Accountants. Wen-Jing Tsai has issued a report based on the reasonableness of the price. 25.Other major matters related to the mergers and acquisitions:None 26.Any objections from directors to the transaction:No 27.Information on interested directors involved in the mergers and acquisitions:None 28.Whether the transaction involved in change of business model:No 29.Details on change of business model:No 30.Details on transactions with the counterparty for the past year and the expected coming year:None 31.Source of funds:Equity fund 32.Any other matters that need to be specified:None