Announced by CTBC Financial Holdings on behalf of Taiwan Life, the capital increase of the subsidiary WENWAN DEVELOPMENT CO., LTD. at 1,826,055,000 NTD.
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:2023/03/31
3.Amount, unit price, and total monetary amount of the transaction:
182,605,500 shares;10 NTD per share;1,826,055,000 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):
WENWAN DEVELOPMENT CO., LTD.
Taiwan Life's 99% 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:
Participate in the capital increase of WENWAN DEVELOPMENT CO., LTD.;
N/A; N/A; 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:
1st capital increase:
115,929,000 shares;10 NTD per share;1,159,290,000 NTD
According to the resolution by the board of WENWAN DEVELOPMENT Co., Ltd.
and shareholder payment notice.
2nd capital increase:
66,676,500 shares;10 NTD per share;666,765,000 NTD
To be approved by the competent authority.
According to the resolution by the board of WENWAN DEVELOPMENT Co., Ltd.
and shareholder payment notice.
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:
Taiwan Life's Board of Directors;
Based on the face value of the common shares;
Taiwan Life's Board of Directors held on March 31, 2023.
11.Net worth per share of the Company's underlying securities acquired or
disposed of:
0.83 NTD
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:
Cumulative volume:242,005,500 shares;
2,620,213,584 NTD; shareholding percentage:99%;
Any 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:
77.85%; 1796.44%;
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
for investment purpose.
Participate in the capital increase of WENWAN DEVELOPMENT CO., LTD.
for the debt repayment and operation.
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:2023/03/31
19.Date of ratification by supervisors or approval by
the Audit Committee:2023/03/30
20.Whether the CPA issued an unreasonable opinion regarding the current
transaction:
N/A
21.Name of the CPA firm:
N/A
22.Name of the CPA:
N/A
23.Practice certificate number of the CPA:
N/A
24.Whether the transaction involved in change of business model:
No.
25.Details on change of business model:
N/A
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 Taiwan Life Insurance
27.Source of funds:
Owned fund
28.Any other matters that need to be specified:
The 2nd capital increase should be approved by the competent authority.