CTBC Financial Holding Co., Ltd. announcement on behalf of Taiwan Life Insurance Co., Ltd. regarding the securities sale of CTBC Finance 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.):Issued shares of CTBC Finance Co., Ltd.
2.Date of occurrence of the event:2023/04/28
3.Amount, unit price, and total monetary amount of the transaction:
(1)Amount:107,110,086 shares
(2)Unit price:NTD10.09 per share
(3)Total monetary amount: NTD1,080,476,325
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):
(1) Trading counterparty : CTBC Financial Holding Co., Ltd.
(2) Relationship with the Company : Parent company of
Taiwan Life Insurance Co., Ltd.
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:
(1) The reason for choosing the related party as trading counterparty :
Restructuring the organization of the financial group for
business development.
(2) Previous owner: NA
(3) Price of transfer, and date of acquisition: 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:
The transaction will be effective subject to the approvals of
related authorities.
Total monetary amount is NTD 1,080,476,325
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:
Securities sale of issued shares of
CTBC Finance Co., Ltd. held by
Taiwan Life Insurance Co., Ltd.
(2) Reference: Net worth of CTBC Finance Co., Ltd
on December 31, 2022 and verified by CPA fairness opinion
(3) The decision-making unit: The board meeting held on April 28, 2023
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NA
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) Current cumulative volume (including the current trade): 0 share
(2) Current cumulative amount (including the current trade): NTD 0
(3) Current cumulative shareholding percentage
(including the current trade): 0%
(4) Status of any 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:
(1)The ratio of securities investment (including the current trade)
to the total assets is 79.11%.
(2)The ratio of securities investment (including the current trade)
to the shareholder's equity is 1,806.49%.
(3)Working capital as shown in the most recent financial statement : NA
14.Broker and broker's fee:NA
15.Concrete purpose or use of the acquisition or disposal:Restructuring the
organization of the financial group for business development.
16.Any dissenting opinions of directors to the present transaction:No
17.Whether the counterparty of the current transaction is
a related party:Yes
18.Date of the board of directors resolution:2023/04/28
19.Date of ratification by supervisors or approval by
the Audit Committee:2023/04/28
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:No
25.Details on change of business model:No
26.Details on transactions with the counterparty for the past year and the
expected coming year:No
27.Source of funds:NA
28.Any other matters that need to be specified:The transaction will be
effective subject to the approvals of related authorities.