Announced by FFHC on behalf of Fubon Securities (Hong Kong) Ltd. accepts the transfer of brokerage business from JS Cresvale Securities International Ltd.

 Announced by FFHC on behalf of Fubon Securities
(Hong Kong) Ltd. accepts the transfer of brokerage
business from JS Cresvale Securities International Ltd.

1.Type of merger and acquisition (e.g., merger, spin-off, acquisition, or
share transfer):Business transfer
2.Date of occurrence of the event:2022/06/28
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):JS Cresvale Securities International Limited
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):JS Cresvale Securities
International Limited
5.Whether the counterparty of the current transaction is a related party:Yes
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:
Counterparty:JS Cresvale Securities International Limited
Relationship: related party
Reason:The business transfer will help the company to increase the market
share of the brokerage business, expand the scale of the brokerage business,
improve the performance of operations, and benefit shareholders' equities.
7.Purpose/objective of the merger and acquisition:Strengthen competitiveness
in Hong Kong, improve operating efficiency, and reduce operating costs.
8.Anticipated benefits of the merger and acquisition:Increase the market share
of the brokerage business and provide more services to customers
9.Effect of the merger and acquisition on net worth per share and earnings
per share:It is expected that the business transfer will positively impact the
company's net worth per share and earnings per share gradually.
10.Merger closing procedure, including payment time and method for
consideration:Pay by cash when the competent authorities approve.
11.Type of merger consideration and source of funds:Own capital
12.Share exchange ratio and basis of its calculation:NA
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:Ernst & Young
15.Name of the CPA or lawyer:Huang, Chien-Che
16.Practice certificate number of the CPA:The Certificate of Financial
Supervisory Commission, R.O.C.(Taiwan) No. 4860
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.):The accountant
assesses the transaction is not more favorable than that offered to
similarly situated customers
18.Scheduled timetable for consummation:when the competent authorities approve
19.Matters related to assumption by the existing company or new company of
rights and obligations of the extinguished (or spun-off) company:Accepts the
transfer of the brokerage business and business equipment from JS Cresvale
Securities International Ltd. at a transaction price of HK$57,000
20.Basic information of companies participating in the merger:
Fubon Securities (Hong Kong) Limited: Dealing in Securities, Advising on
Securities
JS Cresvale Securities International Limited: Dealing in Securities,
Advising on Securities
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):NA
22.Conditions and restrictions on future transfers of shares resulting from
the merger and acquisition:NA
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): Integrate business and
provide customers with more complete market investment services
24.Other important stipulations:According to the contract of business transfer
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):
CHANG SHUO FONG, director of both Fubon Securities (Hong Kong) Limited
and JS Cresvale Securities International Limited, has interests in this
case, so he is not allowed to participate in the discussion or vote.
Therefore, he is recused from the discussion and voting.
28.Whether the transaction involved in change of business model:No
29.Details on change of business model:NA
30.Details on transactions with the counterparty for the past year and the
expected coming year:NA
31.Source of funds:Own capital
32.Any other matters that need to be specified:The case is still pending
approval by the competent authority