CDF, on behalf of KGI Bank, announced the merger of KGI Bank and Cosmos Bank Insurance Broker.

2015-12-24
Announcements

Date of announcement  2015/12/24 
Time of announcement  20:29:15 
 
Date of events  2015/12/24  
To which item it meets paragraph 11 
Statement  
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares): merger
2.Date of occurrence of the event: 2015/12/24
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):
KGI Bank (KGIB) (surviving company) and Cosmos Bank Insurance Broker (CBIB) (dissolved company).
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares): KGIB and CBIB.
5.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity: Both KGIB & CBIB are wholly owned subsidiaries of CDF. It will not affect shareholders' rights after merger.
6.Purpose/objective of the merger/acquisitionation: To expend customer services scope, strength customer protection and integrate resources within group business to achieve synergy.
7.Anticipated benefits of the merger/acquisition: To integrate resources within group business to reduce the operation cost and improve the efficiency.
8.Effect of the merger or consolidation on net worth per share and earnings per share: The merger will have a positive impact on net worth per share and earnings per share.
9.Share exchange ratio and basis of its calculation: N/A.
10.Scheduled timetable for consummation: The estimated merger date will be on April 15, 2016. However, the actual date may be amended after the merger is approved by the Authorities.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:: After merger, the assets, liabilities, rights and obligations of CBIB will be generally assumed by KGIB. KGIB will take all litigation, commercial arbitration and other proceedings (if any).
12.Basic information of companies participating in the merger: KGIB conducts banking business; CBIB conducts life insurance and property insurance brokerage business.
13.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumesof the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcementof a spin-off): N/A.
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: N/A.
15.Other important stipulations: N/A.
16.Do the directors have any objection to the present transaction?: This transaction will not be processed until approved by the competent authority.

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