CDF, on behalf of CDIB Capital Group, announced the divestment of Taiwan Stock Exchange Corporation

2019-05-20
Announcements

Date of announcement  2019/05/20
Time of announcement  17:56:43
 
Date of events   2019/05/20  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 Taiwan Stock
Exchange Corporation
2.Date of occurrence of the event:2019/05/20
3.Volume, unit price, and total monetary amount of the transaction:
(1) Trading volume:8,149,638 common shares
(2) Unit price: NT$78.21
(3) Total monetary amount of the transaction:
NT$637,383,188
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: King’s Town Bank Co., Ltd.
(2) Related party of the Company: The counterparty
is not a related party to CDIB Capital Group
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 approximately
NT$23,189 thousand
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 latest book value per share audited by Certified
Public Accountant was used as a reference basis to
determine the transaction price which was set to be no
less than the book value per share of NT$75.13
(2) The decision-making department: President,
authorized by Board of Directors
11.Net worth per share of the underlying securities acquired
   or disposed of:
The book value per share audited by Certified Public
Accountant as of December 31, 2018 was NT$78.21
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) Current cumulative volume: 3,100,000 share
(2) Amount: NT$232,903 thousand
(3) Shareholding percentage of holdings of the
security being traded: Approximately 0.45%
(4) Status of any restriction of rights: 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) Current ratio of long or short term securities
investment (including the current trade) to the
total assets: 83.76%
(2) Current ratio of long or short term
securities investment (including the current
trade) to the shareholder's equity: 88.58%
(3) The operating capital: NT$16,979,884 thousand
14.Broker and broker's fee:None
15.Concrete purpose or use of the acquisition or disposal:
Investment portfolio strategy
16.Do the directors have any objection to the present transaction?:
No
17.Is it a related party transaction?:Yes
(The counterparty is not a related party to CDF,
however, Taiwan Stock Exchange,the issuer of the common shares
divested, is a related party to CDF pursuant to Article
45 of the Financial Holding Company Act)
18.Date of the board of directors’resolution:2018/11/26
19.Date of the recognition of the supervisors
or the board of independent directors’resolution:2018/11/26
20.Has the CPA issued an opinion on the unreasonableness of the price
   of the current transaction?:No
21.Name of the CPA firm:Yangtze CPAs and Co.
22.Name of the certifying CPA:Hu, Hsiang-Ning
23.The practice certificate number of the CPA:
Tai Cai Zheng Deng (Six) Zi No. 2372
24.Any other matters that need to be specified:
CDF shall proceed further once King's Town Bank
Co., Ltd., the counterparty, receives the regulatory
approval for investment.

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