O Bank : Announcement for subsidiary IBT Leasing Co., LTd. to merge with JIH SUN International Leasing & Finance Co., Ltd.

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Provided by: O-Bank Co., Ltd.
SEQ_NO	5	Date of announcement	2022/07/21	Time of announcement	17:14:49
Subject	Announcement for subsidiary IBT Leasing Co., LTd. to merge with JIH SUN International Leasing & Finance Co., Ltd.
Date of events	2022/07/21	To which item it meets	paragraph 20
Statement	1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or share transfer):merger 2.Date of occurrence of the event:2022/07/21 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of): Surviving company:JIH SUN International Leasing & Finance Co., Ltd. ("JIH SUN Leasing") Dissolved company:IBT Leasing Co., Ltd.("IBT Leasing") 4.Counterparty (e.g., name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):JIH SUN Leasing 5.Whether the counterparty of the current transaction is a related party:No 6.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:Not Applicable 7.Purpose/objective of the merger and acquisition:Consolidate resources, expand business scale and improve efficiencies and competitiveness. 8.Anticipated benefits of the merger and acquisition:Improve efficiencies, to expand the leasing market in various locations, and to reap the economies of scale. 9.Effect of the merger and acquisition on net worth per share and earnings per share:After the merger, if the surviving company improves it efficiencies. It is expected to bring benefits for the net worth per share and earnings per share. 10.Merger closing procedure, including payment time and method for consideration:The merger is subject to the approval of the competent authority and the Shareholders' resolution of JIH SUN Leasing. Target completion date:2022/12/1 Payment method:JIH SUN Leasing will issue new shares to O-Bank Co., Ltd. ("O-Bank"). The share exchange ratio will be one IBT Leasing's ordinary share for 0.5834 JIH SUN Leasing's ordinary share. 11.Type of merger consideration and source of funds: JIH SUN Leasing will issue 156,193,074 ordinary shares to O-Bank. 12.Share exchange ratio and basis of its calculation: one IBT Leasing's ordinary share for 0.5834 JIH SUN Leasing's ordinary share.It is decided by the parties based on:(a) the financial report audited by an independent certified public accountant as of 2021/12/31; (b) the trend analysis as of 2022/3/31 of IBT Leasing and its subsidiaries and JIH SUN Leasing and its subsidiaries; (c) the book value of IBT Leasing after reorganization; and (d) taking into consideration of the operation, book value, earnings, and other items that may affect the equity of the shareholders. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No 14.Name of the CPA, law or securities firm:Reanda M Y Wu & Co., CPAs 15.Name of the CPA or lawyer:Reanada M Y Wu 16.Practice certificate number of the CPA: Financial Supervisory Commisssion Certificate No. 1000036796 17.Independent expert's report on the reasonableness of the share exchange ratio and the cash or other assets paid to the shareholders (1.The method, principles, or calculations adopted for determination of the public tender offer price, and comparison with the market-value method, cost method, and discounted cash flow method commonly used internationally; 2.comparison of the financial condition, profit status, and price-to-earnings ratio of the subject company with those of TWSE or GTSM listed companies in the same industry; 3.if a price appraisal report of an appraisal organization is taken into account in the public tender offer price, the opinion shall specify the content and conclusion of the appraisal report; and 4.if assets or shares of the subject company, or of the surviving company in the case of a merger, are listed as collateral in the tender offeror's financing repayment plan, the opinion shall disclose the collateralization terms, and assessment of the impact on the financial and operational soundness, of the subject company or of the surviving company of the merger.): Share exchange ratio is evaluated based on the value of the ordinary shares of the companies, via the method of comparable companies & fair market price. 18.Scheduled timetable for consummation:2022/12/1, subject to the resolution of the shareholders of JIH SUN leasing and the approval of the competent authority of O-Bank. 19.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company: JIH SUN Leasing will be the surviving company and assume IBT Leasing, and the name if the surviving company will be changed to JIH SUN IBT International Leasing & Finance Co., Ltd. 20.Basic information of companies participating in the merger: IBT Leasing (the dissolved company) is engaged in the leasing business; JIH SUN Leasing (the surviving company) is engaged in the leasing business. The name of the surviving company will be changed to JIH SUN IBT International Leasing & Finance Co., Ltd. 21.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumes of the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcement of a spin-off):Not applicable 22.Conditions and restrictions on future transfers of shares resulting from the merger and acquisition:None 23.Post merger plan (including 1.willingness to continue operating the business of the company, and the content of plans to that effect; 2.if any, dissolution of the company; its delisting from an exchange (or OTC market); material changes in its organization, capital, business plan, financial operations, or production; or any other matter of material significance that would affect the company's shareholder equity):Improve efficiencies, to expand the leasing market in various locations, and to reap the economies of scale. 24.Other important stipulations: Unless otherwise stipulated in the merger agreement, the parties agreed that: (a) working conditions will not be changed to be unfavorable to the employees of IBT Leasing and its subsidiaries by the surviving company; and (b) the surviving company will not terminate the employment agreement with the employees of IBT Leasing and its subsidiaries for 3 years after the merger. 25.Other important matters concerning the merger and acquisition:None 26.Whether the directors have any objection to the present transaction:No 27.Information regarding directors with personal interest (name of natural person director or name of legal person director and its representative, material interest of the director or the legal person represented by the director (including but not limited to form of actual or expected investment in another company in the merger, shareholding, transaction price, participation in the subject company's business or otherwise, and other terms of investment), reason for recusal or otherwise, details of recusal, and reason for a resolution for or against the merger proposal):None 28.Whether the transaction involved in change of business model:No 29.Details on change of business model:Not applicable 30.Details on transactions with the counterparty for the past year and the expected coming year:Not applicable 31.Source of funds:Not applicable 32.Any other matters that need to be specified:The approval from the competent authority or institutions is the prerequisites for this transaction.