Announcement on behalf of Taiwan Life, investment in common shares of WENWAN DEVELOPMENT CO., LTD.
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.):
WENWAN DEVELOPMENT CO., LTD.; common shares
2.Date of occurrence of the event:2022/10/18
3.Amount, unit price, and total monetary amount of the transaction:
59,400,000 shares;13.16 NTD per share;781,719,704 NTD
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):
Mr.Tang, and other five natural persons:not related;
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:
N.A.
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:N.A.
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):N.A.
8.Profit or loss from the disposal (not applicable in cases of acquisition
of securities) (those with deferral should provide a table explaining
recognition):N.A.
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important terms
and conditions:
First installment:on the of delivery,761.72 million NTD.
(Subject to the amount of compensation on the day of payment).
Second installment:One year after delivery,20 million NTD.
Important terms:To be approved by the Nantou County Government
and Financial Supervisory Commission。
other in accordance with the related transaction agreements.
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:
The reference basis:Fairness Opinion by JL Chen,CPA
Decision-making unit: resolution of the board of directors
11.Net worth per share of the Company's underlying securities acquired or
disposed of:1.49 NTD per share
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:
59,400,000 shares;781,719,704 NTD;99%
restriction of rights: No.
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:
79.42%;18622.88%;
Operating capital:N.A
14.Broker and broker's fee:N.A.
15.Concrete purpose or use of the acquisition or disposal:
In compliance with Insurance Law, for the use of the insurance funds.
16.Any dissenting opinions of directors to the present transaction:N.A.
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:JL Chen,CPA
22.Name of the CPA:Jin-Lin Chen
23.Practice certificate number of the CPA:Certificate No.943 issued by
Taipei CPA Association
24.Whether the transaction involved in change of business model:Yes
25.Details on change of business model:
It is planned to be leased to a third party with expertise in hotel
management after investment for operation and management
26.Details on transactions with the counterparty for the past year and the
expected coming year:
For the past year: N.A.
for the expected coming year: Follow the investment decision
of the company
27.Source of funds:Disposable funds of the insurer
28.Any other matters that need to be specified:1.To be approved by the
(1) According to the contract, the final transaction amount of
this transaction shall be calculated by the buyer and seller according
to the actual financial status of the target company on the delivery
date, and adjusted after the delivery date according to the contract.
(2) Continuing from the above, since the final transaction amount
of this transaction will not be determined until the delivery date,
this announcement is tentatively calculated based on the financial
statements of the target company on December 31, 2021.
(3)Pay the service fee of the brokerage according to the contract