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Announcement:

Moody's says SinoPac's intra-group merger has no rating impact

29 Dec 2008
Moody's says SinoPac's intra-group merger has no rating impact

New York, December 29, 2008 -- Moody's Investors Service says today that SinoPac Group's announcement of an intra-group merger between Bank SinoPac (BSP, the surviving entity) and SinoPac Card Services (the deceasing entity) by Mar. 30, 2009, both subsidiaries of SinoPac Financial Holding Company (SPH), has no rating impact on the group.

The ratings for the group include the review for a possible downgrade of SPH's Baa2 issuer rating, BSP's Baa1/P-2 global local and foreign currency deposit ratings with a negative outlook and its D+ bank financial strength rating (BFSR) with a stable outlook, and SinoPac Card Services' (SinoPac Card) issuer ratings of A3.Tw/TW-2 with a stable outlook. SinoPac Card's issuer rating will remain until the completion of the merger.

The group ratings are unaffected by the planned merger because SinoPac Card's assets represent an insignificant portion, or 1%+ of BSP's or SPH's total assets. The merger will only decrease BSP's tier 1 ratio by around 0.20 percentage point to 8.8% and enhance SPH's double leverage ratio to 97.8% from 102.5%, based on 3Q2008 figures.

The planned intra-group merger reflects the increasing challenges faced by the monoline credit card subsidiary in light of the shrinking nature of the credit card market generally and tightening in credit across the banking sector -- against the backdrop of an economic recession -- and hence rising funding costs.

In particular, SinoPac Card faces a threat from Fubon Group's acquisition of ING Taiwan Life, which will inevitably and gradually challenge SinoPac Card's competitive niche. SinoPac Card's co-brand card program with ING Taiwan Life contributed a moderately higher portion of earnings to the former.

The merger should help alleviate SinoPac Card's rising liquidity strains, funding cost disadvantages and less-than-satisfactory efficiency due to a lack of economies of scale.

In the meantime, the deposit ratings of BSP remain with a negative outlook, reflecting its management transition risk and changing risk positioning which exposes it to potentially greater credit losses in an increasingly difficult operating environment. Its poor profitability, decreasing stability in core earnings and less generous capitalization could shift its BFSR towards the lower-end of the D+ resulting in a downgrade in the bank's deposit ratings.

SPH's issuer rating remains on review for downgrade in line with the negative outlook on BSP's deposit rating and concerns over its ability to continue servicing its debt. Net losses at its two main operating subsidiaries, BSP and SinoPac Securities, has reduced the operating cash flow available for debt repayments, while adverse market conditions will make it increasingly difficult for the SPH to borrow from the markets to finance its debt obligations.

The last rating action for BSP and SPH was on December 22, 2008, when the rating outlook for BSP's local and foreign currency deposit ratings of Baa1/P-2 was changed to negative from stable. BSP's D+ BFSR remains unchanged with stable outlook. At the same time, Moody placed SPH's Baa2 issuer rating on review for possible downgrade. The last rating action for SinoPac Card Services (formerly Anshin Card Services) was on October 04, 2006, when Moody's Taiwan Corporation affirmed its A3.tw long-term and TW-2 short-term National Scale Ratings (NSR).

The principal methodologies used in rating Bank SinoPac were "Bank Financial Strength Ratings: Global Methodology" (February 2007) and "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology" (March 2007). For rating SinoPac Financial Holding Co., the principal methodology used was "Taiwanese Financial Holding Companies: Moody's Rating Approach and Outlook" (February 2003). For SinoPac Card Services, the principle methodologies used were "Analyzing The Credit Risks Of Finance Companies" (October 2000) and "National Scale Ratings In Taiwan" (October 2003). All of these methodologies can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies subdirectory. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Credit Policy & Methodologies directory.

Full details of the rating list remain unchanged and are as follows:

SinoPac Card Services:

Stable outlook on its issuer ratings of A3.tw/TW-2

Bank SinoPac:

stable outlook on its BFSR of D+ and negative outlook on its local and foreign currency deposit ratings of Baa1/Prime-2

SinoPac Holdings:

review for possible downgrade on its Baa2 issuer rating

Established in 1992, Bank SinoPac (BSP) is among the 16 new private banks permitted after deregulation of the Taiwan banking sector. With its emphasis on retail banking, the bank aims to become a full service bank operating throughout the Pacific Rim. In May 2002, it formally merged into SinoPac Holdings.

SinoPac Card Services, established in 1999, is a mono-line credit card company which offers credit card issuance and related services. It had total managed assets of NT$23 billion (approximately US$752 million) as of June 30, 2008. It is a 100%-owned subsidiary of SinoPac Holdings.

SinoPac Holdings is headquartered in Taiwan and listed on the Taiwan Stock Exchange. It had total assets of NT$1.1 trillion (US$35 billion) as of June 30, 2008.

All three are headquartered in Taipei.

Moody's National Scale Ratings are intended for use primarily by domestic investors in those countries where Moody's National Scale Ratings exist - such as Taiwan - and serve to rank debt issuers in a particular country relative to each other. Specifically, a rating of Aaa.tw on Moody's Taiwan National Scale indicates an issuer or issue with the strongest domestic creditworthiness and the lowest likelihood of credit loss on local currency obligations relative to other local issuers or issues.

Taipei
Cherry Huang, CFA
Vice President - Senior Analyst
Financial Institutions Group
Moody's Taiwan Corporation
Telephone: 886-2-2757-7125
Facsimile: 886-2-2757-7129

Singapore
Deborah Schuler
Senior Vice President
Financial Institutions Group
Moody's Singapore Pte Ltd.
JOURNALISTS: (852) 2916-1150
SUBSCRIBERS: (65) 6398-8308

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