1. Name and nature of the subject matter (if preferred shares, specify issuance terms such as dividend rate): Ordinary shares of San Sheng Life Insurance Co., Ltd. (hereinafter "San Sheng Life"), an equity-method investee, will be converted into newly issued ordinary shares of E.Sun Financial Holding Co., Ltd. (hereinafter "E.Sun Financial").
2. Date on which the fact occurred: 8/14/115 ~ 8/14/115
3. Date approved by the board of directors: August 14, 2026 (Minguo Year 115)
4. Other approval dates: Not applicable
5. Transaction quantity, unit price, and total transaction amount: Transaction quantity: 125,032,552 shares; each ordinary share of San Sheng Life will be exchanged for 0.2596 ordinary shares of E.Sun Financial.
6. Counterparty and its relationship with the company (if the counterparty is an individual and not a related party, name disclosure may be omitted): Counterparty: E.Sun Financial Relationship with the company: Not a related party
7. If the counterparty is a related party, disclose the reason for selecting such party, the previous transferor, the relationship among the previous transferor, the company, and the counterparty, the previous transfer date, and the transfer amount: Not applicable.
8. If the ownership of the subject matter was held by a related party of the company within the past five years, disclose the date, price, and relationship with the company at the time of acquisition and disposal by the related party: Not applicable.
9. Matters related to the disposal of receivables (including types of collateral attached to the disposed receivables; if the disposed receivables are from related parties, disclose the names and book amounts): Not applicable.
10. Gain (or loss) from disposal (not applicable if acquiring securities) (if previously deferred, explain recognition status in a table): To be supplemented and announced after the actual share conversion is completed.
11. Delivery or payment terms (including payment period and amount), contractual restrictive clauses, and other important agreements: Delivery terms: As stipulated in the share conversion agreement signed between E.Sun Financial and San Sheng Life. Contractual restrictive clauses: None. Other important agreements: None.
12. Decision-making method for this transaction, reference basis for price determination, and decision-making unit: This transaction is a share conversion. Reference basis for price determination: (1) Share conversion agreement signed between E.Sun Financial and San Sheng Life. (2) Reasonableness opinion letter on the share conversion price issued by the accountant. Decision-making unit: Board of Directors of subsidiary San Shang Corporation (Ltd.).
13. Net asset value per share of the securities-issuing company being acquired or disposed: Not applicable
14. Cumulative number, amount, ownership percentage, and rights restrictions (e.g., pledge status) of the securities involved in this transaction (including this transaction) held to date: None.
15. Proportion of securities investments (including this transaction) listed under Article 3 of the "Asset Acquisition and Disposal Rules for Publicly Issued Companies" to the total assets and equity attributable to owners of the parent company in the company's most recent financial statements, and the amount of working capital in the most recent financial statements (Note 2): Subsidiary San Shang Corporation (Ltd.) plans to participate fully in the share conversion on the benchmark date of September 1, 2026 (Minguo Year 115), and is expected to acquire 32,458,450 ordinary shares of E.Sun Financial.
16. Broker and brokerage fees: None.
17. Specific purpose or use of acquiring or disposing of securities: To adjust corporate strategy, optimize investment structure, and create more stable long-term returns.
18. Opinions of directors who objected to this transaction: None.
19. Whether this transaction is a related-party transaction: No
20. Date of auditor acknowledgment or audit committee approval: Not applicable.
21. Whether the accountant issued a non-reasonable opinion: No
22. Name of the accounting firm: Yuan Ho United Certified Public Accountants
23. Name of the accountant: Certified Public Accountant Juan-Chiung Hua
24. Accountant's practice certificate number: Taiwan Finance Certificate Registration (6) No. 2719
25. Whether it involves a change in business model: No
26. Explanation of business model change: Not applicable.
27. Transaction status with the counterparty in the past year and expected in the next year: Not applicable.
28. Source of funds: Not applicable.
29. Previous date of material information disclosure regarding the same event: Not applicable
30. Other explanatory matters: None.
FACT BOX
- Source: PR Times
- Category: Partnership