Date of announcement  2017/07/07
Time of announcement  22:14:45
 
Date of events   2017/07/07 
To which item it meets paragraph 20
Statement 
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):Common shares of China Life
2.Date of occurrence of the event:2017/07/07
3.Volume, unit price, and total monetary amount of the transaction:
(1) Volume： Anticipate to acquire 868,440,000 (minimum number of shares to be acquired) ~ 880,000,000 common shares (number of shares to be acquired), equivalent to 25.00%~ 25.33% of China Life’s issued and outstanding common shares.
(2) Unit Price： Anticipate consideration of NT$35.0 per share
(3) Total Amount： Approximately NT$30,395.40million~NT$30,800million
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
(1) Counterparty: Tendering shareholders of China Life (subject to CDF's receipt of the reinvestment approval from the competent authority and board approval for launching a tender offer)
(2) Relationship to the Company：Tendering shareholders may include any related party as stipulated in Article 45 of Financial Holding Company Act. Under the law, CDF shall not refuse to buy any tendered share and therefore the CDF board has adopted a supermajority resolution in this matter.
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:
N.A. (CDF shall not refuse to buy any tendered share and therefore there is no chosen related party)
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N.A. (same as above)
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N.A.
8.Anticipated 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):N.A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations: To be handled based on applicable laws and regulations, as well as the tender offer prospectus
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
(1) The manner in which the current transaction was decided: Handled in accordance with the “Regulations Governing the Investing Activities of a Financial Holding Company”
(2) The reference basis for the decision on price: Based on the independent fairness opinion issued by Hsiao-Fen Huang, a certified public account, of PwC engaged by CDF
(3) Decision making department: Board of Directors
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
(1) Cumulative volume: 868,440,000 ~ 880,000,000 common shares
(in addition to 334,370 thousand common shares held by CDF's subsidiary, KGI Securities, excluding hedging derivative positions)
(2) Cumulative amount: NT$30,395.40million~NT$30,800million
(in addition to NT$10,131.43 million held by KGI Securities)
(3) Shareholding percentage: approximately 25.00%~25.33%
(in addition to 9.63% held by KGI Securities)
(4) Restriction of right: None
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's  equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
(1) Total Asset Ratio: 98.8%~98.8%
(2) Shareholders’ Equity Ratio: 121.4%~121.6%
(3) Operating Capital: N.A
13.Broker and broker's fee:N.A.
14.Concrete purpose or use of the acquisition or disposal:
Upon completion of this tender offer, China Life will become CDF's subsidiary, as defined in Financial Holding Company Act. CDF will establish a comprehensive financial service platform to strengthen its operational capabilities and asset base to further enhance its return on equity.
15.Net worth per share of the underlying securities acquired or disposed of:NT$23.11
16.Do the directors have any objection to the present transaction?:No
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?:No
18.Any other matters that need to be specified:
(1) CDF will not purchase any shares tendered if the total number of shares tendered in response to the tender offer does not exceed the minimum number of shares to be purchased; CDF will acquire the shares tendered pro rata from all tenderers if the total number of shares tendered is more than the number of shares to be acquired.
(2) This tender offer and the corresponding unsecured subordinated corporate bonds to partially fund the tender offer consideration will be subject to the receipt of applicable regulatory approvals.
(3) The maximum 880,000 thousand shares anticipated to be acquired, together with 334,370 thousand shares (excluding hedging positions and derivatives) held by CDF's subsidiary, KGI Securities, exceed one third of China Life’s outstanding shares, and therefore the tender offer will be deemed a merger as defined in Article 10, Paragraph 1, Subparagraph 2 of the Fair Trade Act .  Furthermore, total sales of either CDF or China Life for the preceding fiscal year exceeded the threshold amount publicly announced by the Fair Trade Commission (”FTC”), and this tender offer is also subject to the condition that FTC expresses no objection to the proposed combination by the end of the tender offer period.
(4) Details (including the relevant dates) of the tender offer will be resolved by the board of directors, publicly announced and filed in accordance with applicable laws upon the receipt of the regulatory approval for reinvestment.  The tender offer will then be executed and the relevant matters shall be subject to the tender offer prospectus delivered or announced at that time.