Announced by CTBC Holding on behalf of CTBC Bank to subscribe new common shares issued by CTBC Bank (Philippines) Corp. no more than PHP$2 billion
1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Common shares of CTBC Bank (Philippines) Corp.
2.Date of occurrence of the event:2025/04/25
3.No., unit price, and monetary amount of the transaction:
(1)No.: 65,618,950 shares
(2)Unit price: PHP$30.479 per share
(3)Monetary amount: No more than PHP$2 billion
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
(1) Counterparty: CTBC Bank (Philippines) Corp.
(2) Relationship: CTBC Bank (Philippines) Corp. is a 99.72% owned
subsidiary of CTBC bank
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer:
(1) The reason for choosing the related party as trading counterpart: To
strengthen capital in order to meet the requirement from BSP.
(2) Previous owner: NA
(3) Price of transfer, and date of transfer: NA
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time:NA
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):NA
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained):NA
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
(1) Terms of delivery or payment: Payment in cash during the period for
payment of subscription. (no more than PHP$2 billion)
(2) Restrictive covenants in the contract, and other important stipulations:
After the Board of CTBC Bank (Philippines) Corp. resolves the capital
injection and CTBC Bank obtains regulatory approval, CTBC Bank will
subscribe new common shares of CTBC Bank (Philippines) Corp..
10.The manner in which the current transaction was decided, 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: according to issue price
of new issuance.
(3) The decision-making unit: The board meeting held on Apr. 25, 2025 had
passed the resolution for the cash subscription.
11.Net worth per share of company of the underlying securities acquired or
disposed of:NT17.37
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:NA
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
(1) Current cumulative no. (including the current transaction):
412,938,153 shares
(2) Current cumulative amount (including the current transaction):
PHP$12,498,563,486
(3) Current cumulative shareholding ratio (including the current
transaction):99.76%
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
(1) Private placed securities (including the current transaction) to the
total assets: 1.21%
(2) Private placed securities (including the current transaction) to the
shareholder's equity: 22.10%
(3) Operating capital: NA
15.Broker and broker's fee:None
16.Concrete purpose or use of the acquisition or disposition:To strengthen
capital in order to meet the requirement from BSP.
17.Whether the directors expressed any objection to the present transaction:
No
18.Whether the trading counterparty is a related party:Yes
19.Date of approval by board of directors:2025/4/25
20.Recognition date by supervisors or approval date by audit committee:
2025/4/24
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:No
22.Name of the CPA firm:BDO Taiwan
23.Name of the CPA:Zhi- Xian Zhou
24.License no.of the CPA:Taipei City CPA Certificate No.3209
25.Any other matters that need to be specified:NA