CDF, on behalf of CDAMC, DIBAMC, CH3AMC and CH4AMC, announced the merger of the four companies

2019-04-29
Announcements

Date of announcement  2019/04/29
Time of announcement  17:54:06
 
Date of events   2019/04/29 
To which item it meets paragraph 11
Statement 
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
 ,acquisition, or receiving assignment of shares):merger.
2.Date of occurrence of the event:2019/04/29
3.Names of companies participating in the merger (e.g.name of the
  other company participating in the merger or consolidation, newly
  established company in a spin-off, acquired company, or company
  whose shares are taken assignment of):
China Development Asset Management Corp. (”CDAMC”),
Development Industrial Bank Asset Management Corp.
(“DIBAMC”), Chung Hwa Growth 3 Asset Management Corp
(”CH3AMC”), and Chung Hwa Growth 4 Asset Management
Corp. (”CH4AMC”)
4.Counterparty (e.g.name of the other company participating in
  the merger or consolidation, company taking assignment of the
  spin-off, or counterparty to the acquisition or assignment of shares):
CDAMC, DIBAMC, CH3AMC and CH4AMC.
5.Relationship between the counterparty and the Company (investee
  company in which the Company has re-invested and has shareholding
  of XX%), and explanation of the reasons for the decision to acquire,
  or take assignment of the shares of, an affiliated enterprise or
  related person, and whether it will affect shareholders' equity:
CDAMC, DIBAMC, CH3AMC and CH4AMC are all 100% direct
or indirect owned by CDF.
The merger will not affect shareholders' equity.
6.Purpose/objective of the merger/acquisitionation:
To simplify company structure for enhancing
capital efficiency.
7.Anticipated benefits of the merger/acquisition:
To integrate internal resources for
enhancing capital efficiency.
8.Effect of the merger or consolidation on net worth per share and
  earnings per share:
The merger aims to enhance capital efficiency,
which will have a positive effect on net worth
per share and earnings per share.
9.Share exchange ratio and basis of its calculation:
(1)Share exchange ratio: CDAMC is sole shareholder of
DIBAMC and CH4AMC. CH3AMC will issue new shares to CDAMC
when merging DIBAMC and Ch4AMC. Because CDAMC will
also be dissolved after merger, its rights and
obligations will be assumed by CH3AMC. As such
CH3AMC has no need to issue new shares when merging
DIBAMC and CH4AMC. CH3AMC will swap 1 share of CDAMC
for 1.0668 of CH3AMC common shares as of merger
base date.
(2)Basis of its calculation: based on net worth per
share from cpa's verified and certified report as
of December 31, 2018.
10.Scheduled timetable for consummation:
The record date of the merger will be July 1, 2019,
but if need occurs to adjust such date, the
Chairman is fully authorized to do so.
11.Matters related to assumption by the existing company or new
   company of rights and obligations of the extinguished (or spun-off)
   company:The surviving amalgamated entity,
CH3AMC, will generally assume all rights and obligations
of the extinguished company, CDAMC, DIBAMC and CH4AMC
after the completion of the merger.
12.Basic information of companies participating in the merger:
All of CDAMC, DIBAMC, CH3AMC and CH4AMC
operate their businesses with a main focus
on the NPLs dealing.
13.Matters related to the spin-off (including estimated value of
   the business and assets planned to be assigned to the existing
   company or new company; the total number and the types and
   volumesof the shares to be acquired by the split company or
   its shareholders; matters related to the reduction, if any,
   in capital of the split company) (note: not applicable other
   than where there is announcementof a spin-off):N/A.
14.Conditions and restrictions on future transfers of shares
   resulting from the merger or acquisition:None.
15.Other important stipulations:None.
16.Do the directors have any objection to the present transaction?:No.
 

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