Announcement on behalf of CTBC Securities Co., Ltd. for the Board's resolution on the private placement of common shares
1.Date of the board of directors resolution:2026/07/29
2.Types of securities privately placed:common shares
3.Counterparties for private placement and their relationship with
the Company:CTBC Financial Holding Co., Ltd, which owns 100% of
CTBC Securities Co., Ltd.
4.Number of shares or bonds privately placed:up to 288,350,600 shares.
5.Amount limit of the private placement:up to 288,350,600 shares, and amount
around NT$5 billion.
6.Pricing basis of private placement and its reasonableness:The private
placement price per share is NT$17.34.The private placement price per share
is not lower than the reference price which is the book value per share shown
in the most recent financial report reviewed by KPMG on
2026/03/31, which is NT$17.34 per share.In addition,
Jinding Accounting Firm,CPAs,Kao Kuan-yun, was appointed to issue an
independent expert opinion.In her opinion, the private placement price per
share is a reasonable price.
7.Use of the funds raised in this private placement:Strengthen capital
structure and enhance BIS ratio.
8.Reason for conducting non-public offering:Shorten the time required
to raise funds,save the cost of raising funds and to preserve the
simplicity of the current shareholding structure.
9.Objections or qualified opinions from independent directors:None
10.Actual price determination date:2026/07/29
11.Reference price:NT$17.34
12.Actual private placement price, and conversion or subscription price:
NT$17.34
13.Rights and obligations of these new shares privately placed:Same as the
outstanding common shares.
14.Record date for any additional share exchange, stock swap,
or subscription:NA
15.Possible dilution of equity in case of any additional share exchange,
stock swap, or subscription:NA
16.For additional share exchange or subscription, possible influence of
change in shareholding ratio of TWSE-listed common shares if all privately
placed corporate bonds are converted and shares subscribed for (no.of TWSE -
listed common shares (A), (A) / common shares issued):NA
17.Please explain any countermeasures for lower circulation in shareholding
if the aforesaid estimated no.of TWSE -listed common shares does not reach
60million and the ratio does not reach 25%:NA
18.Any other matters that need to be specified:
(1)Upon approval of this cash capital increase by the competent authority,
the Chairman is authorized to determine the record date for subscription
and to handle other matters related to the capital increase and share
issuance.
(2)The main contents of this private placement plan include the issue price,
issue amount,applicant selection,expected progress,anticipated benefits,
and other related matters are required due to the review by the competent
authority or changes in market conditions, the Chairman is fully authorized
to take all necessary actions.