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.
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
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