CDF announced the expiration of the tender offer period for the common shares of China Life Insurance

2017-09-06
Announcements

Date of announcement  2017/09/06
Time of announcement  17:02:51
 
Date of events   2017/09/06 
Statement 
1.Date of expiry of the public tender offer period:2017/09/06
2.Company name of the public tender offeror:
 China Development Financial Holding Corporation (“CDF”)
3.Location of the public tender offeror:12F, No.125, Sec.5,
Nanjing E. Rd., Taipei, Taiwan (ROC)
4.Name of the public company whose securities were acquired:
China Life Insurance Co., Ltd. (“China Life”)
5.Kinds of securities acquired: common shares
6.Public tender offer period:2017/08/17~2017/09/06
7.If the requirement that the number of acquired offeree
  securities reach the predetermined acquisition volume was
  a condition of acquisition, whether the condition was met:
(1)CDF launched a tender offer of the common shares of
China Life. As of September 5, 2017, the accumulated tendered
shares have exceeded the planned minimum amount of
868,440,000 shares, and
(2)Fair Trade Commission has resolved on August 23, 2017 that
the combination between CDF and China Life is not prohibited.
Thus, all the conditions to this tender offer have been
satisfied. The tender offeror has made a public announcement
on MOPS on September 5, 2017, pursuant to Paragraph 2, Article
19 of the Regulations Governing Public Tender Offers for
Securities of Public Companies.
8.Number of responding offeree securities; actual volume of trades:
(1)Number of responding offeree securities:1,576,123,312 shares
(2)Number of actual volume of trades: 880,000,000 shares
9.Time, method, and location of payment of the purchase consideration:
(1)Time: The offerees will receive the tender offer
consideration within 5 business days (inclusive) after the
expiration of the tender offer period (i.e., on or prior to
September 13, 2017), 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.
(2)Method and location: President Securities Corp.
(“President Securities”) will remit the consideration for the
tender offer to the offerees' bank accounts provided by Taiwan
Depository and Clearing Corporation (“TDCC”). Should there
be a mistake in the bank account information or any other reason
that result in the inability to wire transfer the funds, President
Securities will forward the consideration for the tender offer by
non-transferable check at sight and mail the check to the offerees'
address provided by TDCC or offerees by registered mail.
When paying the consideration to the offerees, securities transaction
tax, bank remittance fee, postage, handling charge of TDCC and
securities brokers, and all the other necessary reasonable fees for
paying the tender offer consideration should be borne by the
offerees; which also shall be deducted from the cash payment and
rounded down to the nearest New Taiwan Dollar.
10.Time, method, and location of settlement of the traded securities:
(1)Time: Tendered and accepted shares will be settled within 5
business days (inclusive) after the expiration of the tender offer
period (i.e., on or prior to September 13, 2017), 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.
(2)Method: Tendered and accepted shares will be transferred from
President Securities’ Tender Offer Special TDCC Account (Account
Number: 5850-572239-2) to the tender offeror’s TDCC account.
(3)Location: President Securities: 1F, No.8, Dongxing Rd., Taipei,
Taiwan (ROC)
11.Return time, method, and location of the deposited but not dealt
securities:(1)Time: One business day after the expiration of the
tender offer period (including the first business day)
(2)Method: The tender offeror will prioritize the purchase in
accordance with the following manner. 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.
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).
(3)Location: President Securities: 1F, No.8, Dongxing Rd.,
Taipei, Taiwan (ROC)
12.Any other matters that need to be specified:N/A
 

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