Date of announcement  2017/08/16
Time of announcement  17:16:22
 
Date of events   2017/08/16 
To which item it meets paragraph 38
Statement 
1.Date of filing reporting of the public tender offer:2017/08/16
2.Company name of the public tender offeror:China
Development Financial Holding Corporation (“CDF”)
3.Location of the company of the public tender offeror:
12F, No.125, Sec.5, Nanjing E. Rd., Taipei, Taiwan (ROC)
4.Business Registration Certificate number of the public tender offeror:
70827383
5.Name of the public company whose securities are to be acquired:
China Life Insurance Co., Ltd. (“China Life”)
6.Type of securities to be acquired: common shares
7.Volume of the securities to be acquired:
868,440,000 (minimum number of shares to be acquired)
~ 880,000,000 common shares (projected number of
shares to be acquired)
8.Expected price of the securities to be acquired:
NT$35 per share (If the settlement date of the tender
offer is later than September 15, 2017, the book closure
date of China Life's ex-dividend and ex-rights based on
the record date of ex-dividend/ex-rights announced by
China Life (i.e., September 20, 2017) due to extension of
tender offer period or force majeure such as natural
disasters or errors with the banking system in relation
to the transmission of funds, the final consideration
of the tender offer should be adjusted after taking into
account of the cash dividends and stock dividends to be
distributed by China Life in 2017 (i.e., NT$0.8 cash
dividend per share and NT$0.9 stock dividend per share)
according to the formula published in TWSE’s website:
The final consideration of the tender offer per share =
(The consideration of the tender offer per share on the
first day of the tender offer - cash dividend)÷(1+stock
dividend ratio). The adjusted consideration of the tender
offer will be NT$31.38 per share.)
9.Scheduled period of the public tender offer:
From August 17, 2017 to September 6, 2017. Time to accept
tender is every business day from 9:00 a.m. to 3:30 p.m.
during the tender offer period (Taiwan Time). Please note
that the tender offeror may file a registration with the
Financial Supervisory Commission (“FSC”) according to
law and make an announcement to extend the tender offer
period.
10.Purpose of the public tender offer:
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.
11.Conditions of the public tender offer:
(1)Tender offer period:
9:00 a.m. to 3:30 p.m. (Taiwan Time) each business day
from August 17, 2017 to September 6, 2017. The tender
offeror may report to the FSC and make a public announcement
to extend the tender offer period according to the relevant
regulations.
(2)Maximum and minimum number of shared to be acquired:
The tender offeror intends to acquire 880,000,000 shares
(the “Projected Number of Shares to Be Acquired”),
representing approximately 25.33%
(880,000,000/3,473,760,000≒25.33%) of the total issued common
shares of China Life as shown on the on-line corporate
registration database of the websites of the Commerce
Industrial Services Portal, Ministry of Economic Affairs as
of the filing date. However, if the number of effective
tendered shares does not reach the Projected Number of
Shares to Be Acquired but reaches the threshold of
868,440,000 shares (the “Minimum Number of Shares to
Be Acquired”), representing approximately 25% of the
total issued common shares of China Life, the tender
offer shall be deemed to be achieved. When all
conditions of the tender offer are achieved (the
number of effective tendered shares reaches the
Minimum Number of Shares to Be Acquired, and the
Fair Trade Commission (“FTC”) expresses no
objection to the combination between the tender
offeror and China Life) and the tender offer is not
suspended under the relevant laws, the tender offeror
will acquire the Projected Number of Shares to Be
Acquired at most. Once the number of effective
tendered shares exceeds the Projected Number of Shares
to Be Acquired, the tender offeror will acquire the
shares at the same ratio.
(3)The consideration of tender offer:
The consideration of the tender offer is NT$35
per share. If the settlement date of the tender
offer is later than September 15, 2017, the book
closure date of China Life's ex-dividend and
ex-rights based on the record date of
ex-dividend/ex-rights announced by China Life
(i.e., September 20, 2017) due to extension of
tender offer period or force majeure such as
natural disasters or errors with the banking
system in relation to the transmission of funds,
the final consideration of the tender offer should
be adjusted after taking into account of the cash
dividends and stock dividends to be distributed
by China Life in 2017. Based on China Life's board
resolution of July 21, 2017, the tender offer price
shall be adjusted for NT$0.8 cash dividend per share
and NT$0.9 stock dividend per share to be distributed
by China Life in 2017 according to the formula
published in TWSE’s website: The final consideration
of the tender offer per share = (The consideration of
the tender offer per share on the first day of the
tender offer - cash dividend)÷(1+stock dividend ratio).
The adjusted consideration of the tender offer will be
NT$31.38 per share. Offerees shall be responsible for
their own securities transaction tax, income tax (if
applicable), handling charge of Taiwan Depository &
Clearing Corporation (”TDCC”) and securities brokers,
bank remittance fees, postage for registered mail, and
all the other necessary reasonable fees and taxation
payable for paying the tender offer consideration. If
there are any additional fees, the offeror and the
appointed institution will make a public announcement
on such additional fees, in accordance with applicable
law. When paying the consideration to the offerees, the
offeror will deduct the foregoing relevant fees and
expenses other than the income tax and the payment
amount will be rounded down to the nearest New Taiwan
Dollar. If the tender offer consideration to be
received by any offeree is not sufficient to pay the
securities transaction tax, handling charge of TDCC
and securities brokers, bank remittance fees or
postage and the other relevant fees, the offeror
will not accept the any offer to sell if the number
of shares to be sold is less than two.
(4)Tender offer consideration settlement date:
The offerees will receive the tender offer
consideration within 5 business days (inclusive)
after the expiration of the tender offer period
(if extended, the expiration of the extended tender
offer period), provided that the condition to the
tender offer has been achieved, and the tender
offeror or the financial institution which issues
performance guarantees has fulfilled its obligation
on payment.
(5)Other FSC or other regulatory approval or filing
required for this tender offer:
(I)According to the Securities Exchange Act and
Regulations Governing Public Tender Offers for
Securities of Public Companies, the announcement
and the filings to FSC is required. The tender
offeror has announced and filed to FSC on August,
16, 2017.
(II)The maximum 880,000,000 shares anticipated to
be acquired, together with 334,370,539 shares as of
August 15, 2017 (excluding 1,149,079 shares as
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 combination under
which shares or capital contribution of another
enterprise held or acquired exceed one third of
all the voting shares or capital contribution of
such enterprise 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 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. The application has been
submitted to FTC on July 14, 2017 for approval and
the offeror has provided supplemental information
to FTC on July 26, 2017 in accordance with FTC's
request. After reviewing such supplemental
information, the FTC has confirmed that it has
accepted the application on July 26, 2017 based on
the complete application documents so submitted by
the offeror in accordance with Paragraph 7 of Article
11 of the Fair Trade Act as per FTC's letter dated
August 2, 2017 (Reference No. Gong-Fu-1061260767).
The Offerees shall bear the risk of the failure of this
tender offer, delay in receiving the tender offer
consideration and market price fluctuation if the FTC
is unable to express no objection to the proposed
combination by the end of the tender offer period
(if extended, the expiration of the extended tender
offer period) or expresses objection to the proposed
combination.
(6)Once the conditions of the tender offer have been
achieved and the tender offeror has made a public
announcement, the offerees may not revoke its offer
to sell unless under any of the circumstances specified
in the Article 19, Paragraph 6 of the Regulations
Governing Public Tender Offers for Securities of Public
Companies.
(7)Other tender offer conditions please refer to the
tender offer prospectus.
Websites for inquiring tender offer prospectus:
(I)TWSE: http://mops.twse.com.tw
(II)President Securities Corp. (“President Securities”)
: http://www.pscnet.com.tw/
12.Name of the appointed institution:President Securities Corp.
13.Location of the appointed institution:
1F, No.8, Dongxing Rd., Taipei, Taiwan (ROC)
14.Any stipulation that securities will continue to be purchased
even after the number of acquired offeree securities has reached
a certain predetermined volume or percentage, or any other
purchase conditions:
The tender offeror intends to acquire 880,000,000 shares,
representing approximately 25.33%
(880,000,000/3,473,760,000≒25.33%) of the total issued
common shares of China Life as shown on the on-line
corporate registration database of the websites of the
Commerce Industrial Services Portal, Ministry of
Economic Affairs as of the filing date. However, if
the number of effective tendered shares does not
reach the Projected Number of Shares to Be Acquired
but reaches the threshold of 868,440,000 shares,
representing approximately 25% of the total issued
common shares of China Life, the tender offer shall
be deemed to be achieved. When all conditions of the
tender offer are achieved (the number of effective
tendered shares reaches the Minimum Number of Shares
to Be Acquired, and FTC expresses no objection to the
combination between the tender offeror and China Life)
and the tender offer is not suspended under the relevant
laws, the tender offeror will acquire the Projected Number
of Shares to Be Acquired at most. Once the number of
effective tendered shares exceeds the Projected Number
of Shares to Be Acquired, the tender offeror will
acquire the shares at the same ratio.
15.Manner of handling situation when the number of acquired
offeree securities falls short of, or exceeds, a predetermined
purchase
volume:
(1)If the tender offer does not reach the Minimum
Number of Shares to be Acquired or the suspension of
the tender offer proceeding is approved by the FSC,
the tender offer will be revoked entirely. President
Securities will return the unpurchased shares to
the offerees’ TDCC account from President Securities’
 Tender Offer Special TDCC Account (Account Number:
5850-572239-2).
(2)The tender offeror intends to acquire 880,000,000
shares, representing approximately 25.33% of the total
issued common shares of China Life as shown on the
on-line corporate registration database of the websites
of the Commerce Industrial Services Portal, Ministry of
Economic Affairs as of the filing date. The tender offeror
will prioritize the purchase in accordance with the
following manner if the shares tendered exceed the Projected
Number of Shares to Be Acquired, provided all the other
conditions of the tender offer are achieved and the tender
offer is not suspended pursuant to the law. Tenders of
1,000 shares and below are given top priority for purchase.
For tenders of more than 1,000 shares, the tender offeror
will purchase shares according to the determined ratio after
deducting the aforementioned prioritized purchase and
round down by accepting only 1,000 shares. Should there
still be outstanding tenders after the above purchases,
a random acceptance will be made; therefore, offerees
should bear the risk of selling only a portion of tendered
shares. President Securities will return the unpurchased
shares to the offerees’ TDCC account from President
Securities’ Tender Offer Special TDCC Account
(Account Number: 5850-572239-2).
16.Does the matter involve the Ministry of Economic Affairs’
Investment Commission? (applicable when overseas Chinese or
 foreign nationals purchase securities offered by a public
company from the Republic
of China;if so, please specify one of the following
concerning the case:
“submitted, not yet approved” or “approved”): N/A
17.Does the matter involve the Fair
Trade Commission (enterprise combination; if so, please
 specify one of the following concerning the case:
“submitted, not yet approved” or “approved”):
submitted, not yet approved
18.The public tender offer application letter is
examined and issued legal opinion by attorney.If the
 public tender offer must be approved by or
reported to other competent authorities before it can
take effect, has an attorney reviewed the reporting
documents and attached a legal opinion that carries
legal weight? （Please disclose the context of legal
opinion in the column of “any other matters that need to be
specified by the SFB”.）:
The application has been reviewed by the attorney
who has issued the legal opinion.
19.Evidence of the ability to carry out the public tender
offer payment:
The tender offeror guarantees the payments by offering
the guarantee letter from Taishin International Bank
Jianpei Branch designating President Securities as
the beneficiary.
20.Where the aforementioned funds have been obtained
via loan, provide a document with the details of the
loan, any evidentiary documents, and the repayment
 schedule:N/A
21.Where the public tender offer entails purchase through
 the pledge of negotiable securities pursuant to the
provisions of the Regulations Governing Tender Offers
for Purchase of the Securities of a Public Company,
provide the names and types of said securities, their
average prices for the previous three months, and the
closing prices, time of acquisition, cost of acquisition
on the day prior to filing of the report, the factors
affecting calculation of the price, and factors affecting
 determination of the price: N/A
22.Any other matters that need to be specified by the SFB:
(Legal opinion, and guarantee letter)
Please refer to the tender offer prospectus.