CDF, on behalf of CDIB Capital Group, announced the authorization to the President to negotiate with the counterparty for the divestment of TWSE

2018-11-26
Announcements

Date of announcement  2018/11/26
Time of announcement  17:46:25
 
Date of events   2018/11/26 
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 stocks of Taiwan Stock Exchange
Corporation (”TWSE”).
2.Date of occurrence of the event:2018/11/26
3.Volume, unit price, and total monetary amount of the transaction:
Trading volume: Cumulative volume of 48,604,914 common
shares
Unit price: No less than NT$75.13
Total monetary amount of the transaction: NT$3,651,687,189
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: According to Article 128 of Securities
and Exchange Act, transferees of shares of Taiwan Stock
Exchange Corporation shall be limited to the securities
firms incorporated under Securities and Exchange Act.
(2) Related party of the Company: The counterparty of
the proposed transaction  could be a related party to
CDIB Capital Group as governed by Article 45 of the
Financial Holding Company Act.
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:
 NA
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: NA
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): NA
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):
Anticipated profit shall be no less than NT$350,418
thousand if the entire shares are sold.
9.Terms of delivery or payment (including payment period and
  monetary amount), restrictive covenants in the contract, and
  other important stipulations:As per contract
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, the reference basis for the decision on price:
The proposed transaction price is set to be no less than
the book value per share of NT$75.13, which was audited
by Certified Public Accountant as of June 30, 2018
(2) The 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) Current cumulative volume: 0 share
(2) Amount: NT$0
(3) Shareholding percentage of holdings of the
security being traded: 0%
(4) Status of any restriction of rights: 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) Current ratio of long or short term securities
investment (including the current trade) to the total
assets: 73.58%
(2) Current ratio of long or short term securities
investment (including the current trade) to the shareholder's
equity: 77.27%.
(3) The operating capital: NTD15,857,215 thousand
13.Broker and broker's fee:None
14.Concrete purpose or use of the acquisition or disposal:
 Investment portfolio strategy
15.Net worth per share of the underlying securities acquired
   or disposed of:NT$75.13
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:
The board resolved to authorize the president of CDIB Capital
Group to divest Taiwan Stock Exchange Corporation at a proposed
price no less than NT$75.13. The president shall negotiate with
qualified counterparties for the disposal of the entire shares
and follow up corresponding matters upon signing the Share
Sale and Purchase Agreement.

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