CDF announced the board resolution to apply for the participation of capital increase by cash of China Life Insurance Co., Ltd. (“China Life”)

2019-03-25
Announcements

Date of announcement  2019/03/25
Time of announcement  18:01:07
 
Date of events   2019/03/25 
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:2019/03/25
3.Volume, unit price, and total monetary amount of the transaction:
(1)Volume:-
(2)Unit Price: -
(3)Total Amount: Not exceeding NT$6 billion.
4.Counterparty 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: China Life
(2)Relationship to the Company: Subsidiary of CDF.
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:
Due to the participation of capital increase by cash
of China Life
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
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:
The terms are based on issuance terms of capital
increase by cash.
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:
China life have a capital increase plan through issuance
of common shares
(2)The reference basis for the decision on price: The
terms are based on issuance terms of capital increase by cash.
(3)Decision making department: Board of Directors
11.Net worth per share of the underlying securities acquired
   or disposed of:NT$18.21
12.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: approximately 1,256,752 thousand
common shares (in addition to 386,332 thousand common
shares held by CDF's subsidiary, KGI Securities)
(2)Cumulative amount: NT$29,371million(in addition to
NT$8,754million held by KGI Securities)
(3)Shareholding percentage: approximately 28.16%
(in addition to 8.66% held by KGI Securities)
(4)Restriction of right: None
13.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: 99.45%
(2)Shareholders’ Equity Ratio: 120.72%
(3)Operating Capital: N.A
14.Broker and broker's fee: N.A
15.Concrete purpose or use of the acquisition or disposal:
 Long-term investment
16.Do the directors have any objection to the present transaction?:
No.
17.Is it a related party transaction?:Yes
18.Date of the board of directors’resolution:2019/03/25
19.Date of the recognition of the supervisors
or the board of independent directors’resolution:2019/03/25
20.Has the CPA issued an opinion on the unreasonableness of the price
   of the current transaction?:N.A
21.Name of the CPA firm:N.A
22.Name of the certifying CPA:N.A
23.The practice certificate number of the CPA:N.A
24.Any other matters that need to be specified:
(1)This investment plan will be subject to the approval
of the competent authorities.
(2)CDF's post-transaction cumulative shareholding volume,
amount and percentage of China Life will be subject to
the actual rights issue price of China Life as well as the
waiving of the subscription rights by the existing
shareholders and employees.
(3)CDF  has been required by Banking Bureau to consolidate
China Life as its 100% owned subsidiary in 2 years and 6
months after its investment in China Life in 2017. However,
in the light of factors such as macroeconomic or geopolitical
risks, fluctuations of capital market, and rising operating
risks of insurance industry, if the aforementioned target
cannot be achieved by the time limit, CDF will propose a
revised investment scheme to the Board of Directors and
submit it to the Competent Authority for approval.
 

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