CTBC Holding announces that the board resolved to subscribe new common shares of CTBC Finance Co., Ltd., after CTBC Finance directly held by CTBC Holding
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.):The common 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)Volume: tentatively set at 100,000,000 shares
(2)Unit price: tentatively set at NT$10.00 per share
(3)Total monetary amount: no more than NT$ 1,000,000,000
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)Counterpart: CTBC Finance Co., Ltd.
(2)Relationship: CTBC Finance Co., Ltd. is CTBC Holding’s owned subsidiary
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 counterpart: To
strengthen CTBC Finance Co., Ltd.’s capital and financial structure and to
support the funding required for its future operating capital.
(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:
(1)Terms of delivery or payment: Payment in cash during the period for
payment of subscription. (no more than NT$1,000,000,000)
(2)Restrictive covenants in the contract, and other important stipulations:
After CTBC Finance Co., Ltd. is directly held by CTBC Holding and CTBC
Holding obtains regulatory approval, CTBC Holding will subscribe new common
shares of CTBC Finance Co., Ltd.
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 in which the current transaction was decided: follow the
process for subscription of new issuance of common shares
(2)The reference basis for the decision on price: Based on the issue price
of new shares issued by CTBC Finance Co., Ltd.
(3)The decision-making department: The board meeting held on April 28, 2023
11.Net worth per share of the Company's underlying securities acquired or
disposed of:NT$10.09
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): 100,000,000
shares (tentative)
(2)Current cumulative amount (including the current trade): NT$1,000,000
thousand (tentative)
(3)Current cumulative shareholding percentage (including the current trade):
100%
(4)Status of any restriction of rights: None
13.Current ratio of securities investment (including the current trade, as
listed in article 3 of Regulations Governing the Acquisition and Disposal of
Assets by Public Companies) to the total assets and equity attributable to
owners of the parent as shown in the most recent financial statement and
working capital as shown in the most recent financial statement as of the
present:
(1)Current ratio of securities (including the current trade) to the total
assets as shown in the most recent financial statement: 107.16% if the total
monetary amount of the transaction is NT$ 1,000,000,000
(2)Current ratio of securities (including the current trade) to the
shareholder's equity as shown in the most recent financial statement:
130.53% if the total monetary amount of the transaction is NT$ 1,000,000,000
(3)The operating capital as shown in the most recent financial statement: NA
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
To strengthen CTBC Finance Co., Ltd.’s capital and financial structure and
to support the funding required for its future operating capital.
16.Any dissenting opinions of directors to the present transaction:None
17.Whether the counterparty of the current transaction is
a related party:
Yes, CTBC Finance Co., Ltd. is a wholly owned subsidiary of the Company
18.Date of the board of directors resolution:2023/04/28
19.Date of ratification by supervisors or approval by
the Audit Committee:2023/04/27
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:NA
21.Name of the CPA firm:NA
22.Name of the CPA:NA
23.Practice certificate number of the CPA:NA
24.Whether the transaction involved in change of business model:No
25.Details on change of business model:NA
26.Details on transactions with the counterparty for the past year and the
expected coming year:
After CTBC Finance Co., Ltd. becomes a subsidiary directly held by CTBC
Holding, CTBC Holding will subscribe new common shares of CTBC Finance
Co., Ltd.(no more than NT$1,000,000,000).
27.Source of funds:
yearly capital increase through capitalization of retained earnings
28.Any other matters that need to be specified:
1.After CTBC Finance Co., Ltd. becomes a subsidiary directly held by the
Company, the Company will hold 107,110,086 shares (shareholding percentage
100% and cumulative amount NT$1,080,476,325), plus the subscription for new
common shares of CTBC Finance Co., Ltd. 100,000,000 shares, the Company will
hold 207,110,086 shares (shareholding percentage 100% and cumulative amount
NT$2,080,476,325).
2.Based on the total monetary amount of the transaction is NT$ 2,080,476,325,
current ratio of securities to the total assets as shown in the most recent
financial statement 107.40% and current ratio of securities to the
shareholder's equity as shown in the most recent financial statement is
130.82%.