O Bank : Announcement of Board of Directors' resolution of subsidiary IBT Leasing Co., Ltd. merging with Jih Sun International Leasing and Finance Co., Ltd.

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Provided by: O-Bank Co., Ltd.
SEQ_NO	3	Date of announcement	2022/07/21	Time of announcement	17:11:16
Subject	Announcement of Board of Directors' resolution of subsidiary IBT Leasing Co., Ltd. merging with Jih Sun International Leasing and Finance Co., Ltd.
Date of events	2022/07/21	To which item it meets	paragraph 20
Statement	1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield, etc.):156,193,074 ordinary shares of Jih Sun International Leasing and Finance Co., Ltd. ("Jih Sun Leasing") 2.Date of occurrence of the event:2022/07/21 3.Amount, unit price, and total monetary amount of the transaction: Amount: 156,193,074 shares Unit Price: The share exchange ratio will be 1 IBT Leasing's ordinary share for 0.5834 Jih Sun Leasing's ordinary share. Total monetary amount: Not applicable 4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed): Trading counterparty：Jih Sun Leasing Relationship with the Company：None 5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company and the trading counterparty, and the previous date and monetary amount of transfer:NA 6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its relationship with the Company at the time of the transaction:NA 7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor's rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party):NA 8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):NA 9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:In accordance with the contract between IBT Leasing and Jih Sun Leasing, and the merger shall be conditional on the approval of the shareholders' meeting of Jih Sun Leasing, and the approval of the competent authorities of O-Bank. 10.The manner of deciding on this transaction (such as invitation to tender, price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit: (1)The manner of deciding on this transaction：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. The share exchange ratio is negotiated by the parties based on the opinion letter issued by the CPA. (2)The decision-making unit: Board of Directors 11.Net worth per share of the Company's underlying securities acquired or disposed of:The merger shall be conditional on the approval of the shareholders' meeting of Jih Sun Leasing, and the approval of the competent authorities of O-Bank, and the ratio will be calculated based on an appraisal report of the surviving company issued by an independent expert. 12.Cumulative no.of shares held (including the current transaction), their monetary amount, shareholding percentage, and status of any restriction of rights (e.g., pledges), as of the present moment: (1)Cumulative no. of shares held:156,193,074 shares (2)Shareholding percentage:44.5% (3)Restriction of rights:None 13.Current ratio of securities investment (including the current trade, as listed in article 3 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies) to the total assets and equity attributable to owners of the parent as shown in the most recent financial statement and working capital as shown in the most recent financial statement as of the present: The merger shall be conditional on the approval of the shareholders' meeting of Jih Sun Leasing, and the approval of the competent authorities of O-Bank, and the ratio will be calculated based on an appraisal report of the surviving company issued by an independent expert. 14.Broker and broker's fee:NA 15.Concrete purpose or use of the acquisition or disposal: O-Bank is to optimize the capital allocation and to facilitate the development of its leasing subsidiaries, so that the subsidiaries can expand the leasing market in various locations and reap the economies of scale. 16.Any dissenting opinions of directors to the present transaction:None 17.Whether the counterparty of the current transaction is a related party:No 18.Date of the board of directors resolution:NA 19.Date of ratification by supervisors or approval by the Audit Committee:NA 20.Whether the CPA issued an unreasonable opinion regarding the current transaction:No 21.Name of the CPA firm:Reanda M Y Wu & Co., CPAs 22.Name of the CPA:Ming-Yi Wu 23.Practice certificate number of the CPA: Financial Supervisory Commission Certificate No. 1000036796 24.Whether the transaction involved in change of business model:None 25.Details on change of business model:NA 26.Details on transactions with the counterparty for the past year and the expected coming year:NA 27.Source of funds:NA 28.Any other matters that need to be specified: The merger shall be conditional on the approval of the shareholder's meeting of Jih Sun Leasing, and the approval of the competent authorities of O-Bank. No cash is involved in the merger. The NT$1 is only for the data input need.