Taishin Financial : (Supplement of 2021/06/30) Taishin Financial Holding Company to acquire 100% of Prudential Life Insurance Company of Taiwan Inc.

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Provided by: Taishin Financial Holding Co., Ltd.
SEQ_NO	1	Date of announcement	2022/08/15	Time of announcement	17:56:52
Subject	(Supplement of 2021/06/30) Taishin Financial Holding Company to acquire 100% of Prudential Life Insurance Company of Taiwan Inc.
Date of events	2020/08/11	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:2020/08/11 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): Prudential Life Insurance Company of Taiwan Inc. 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):Prudential International Insurance Holdings, Ltd. 5.Whether the counterparty of the current transaction is a related party: No. 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:N/A. 7.Purpose of the merger and acquisition:Achieve long-term goals of business strategy. 8.Anticipated benefits of the merger and acquisition: Complete product lines and strengthen the company's competitiveness in the financial industry. 9.Effect of the merger and acquisition on net worth per share and earnings per share:No significant impacts. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.:1.After regulatory approvals are obtained and closing conditions set forth in the agreement are satisfied, Taishin has completed settlement and paid NT$5,568,519,450 (base price) on the closing day by both parties. (Supplement)2.In accordance with the price adjustment mechanism, under which Taishin will pay Contingent Consideration at NT$3 billion after the second anniversary of the signing date while price adjustment conditions are met. 3.The transaction is subject to approvals from relevant regulatory authorities. 11.Types of consideration for mergers and acquisitions and sources of funds:Ultimately through existing cash and investment assets. 12.Share exchange ratio and calculation assumptions:N/A. (Supplement)Payment at closing date is NT$5,568,519,450 plus Contingent Consideration (price adjustment mechanism) is NT$3,000,000,000 after the second anniversary of the signing date. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No. 14.Name of accounting, law or securities firm:Trust and Assist CPAs. 15.Name of CPA or lawyer:Chang-Yu Lin. 16.Practice certificate number of the CPA:FSC number 4562. 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:N/A. 18.Estimated date of completion:The transaction is subject to approvals from relevant regulatory authorities. 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:N/A 20.Basic information of companies participating in the merger: Prudential Life Insurance Company of Taiwan Inc. is a life insurance provider in Taiwan, and is 100% owned by Prudential International Insurance Holdings, Ltd. 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):N/A 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:No. 23.The plan after the merger and acquisition is completed:Continue and expand the operation scale. 24.Other important terms and conditions:No. 25.Other major matters related to the mergers and acquisitions:Continue and expand the operation scale. 26.Any objections from directors to the transaction:No. 27.Information on interested directors involved in the mergers and acquisitions:No. 28.Whether the transaction involved in change of business model:No. 29.Details on change of business model:N/A. 30.Details on transactions with the counterparty for the past year and the expected coming year:No. 31.Source of funds:Ultimately through existing cash and investment assets. 32.Any other matters that need to be specified: The Company has submitted the relevant information regarding conditional clauses of this application and obtained FSC's approval on June 3,2021. The transaction was completed after close of business of Prudential Life Insurance Company of Taiwan Inc. on June 30, 2021.