Date of announcement 2020/11/27

Time of announcement 20:06:41

Date of events 2020/11/27

To which item it meets paragraph 20

Statement

 

1.Name and nature of the underlying assets (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g., dividend yield,etc.):Common shares of China Life

2.Date of occurrence of the event:2020/11/27

3.Amount, unit price, and total monetary amount of the transaction:

(1)Volume：Project to acquire 236,569,862 (minimum number of shares to be acquired) ~1,000,000,000 common shares (number of shares to be acquired),equivalent to 5%~21.13% of China Life’s issued and outstanding common shares.

(2)Unit Price： Expected price of NT$23.6 per share

(3)Total Amount： ApproximatelyNT$5,583.05million ~ NT$23,600million

4.Trading counterparty and its relationship with the Company (if the trading counterparty is a natural person and furthermore is not a related party of the Company, the name of the trading counterparty is not required to be disclosed):

(1)Counterparty: Tendering shareholders of China Life during the tender offer period

(2)Relationship to the Company：Tendering shareholders may include interested parties, and CDF shall not refuse to purchase any tendered shares under regulatory requirements. Pursuant to Article 45 of the Financial Holding Company Act, the CDF Board has adopted a supermajority resolution regarding this matter.

5.Where the trading counterparty is a related party, announcement shall also be made of the reason for choosing the related party as trading counterparty and the identity of the previous owner, its relationship with the Company

and the trading counterparty, and the previous date and monetary amount of transfer:N.A. (CDF shall not refuse to purchase any tendered share, thus there is no chosen interested party)

6.Where an owner of the underlying assets within the past five years has been a related party of the Company, the announcement shall also include the date and price of acquisition and disposal by the related party, and its

relationship with the Company at the time of the transaction:N.A (same as above)

7.Matters related to the current disposal of creditors' rights (including types of collaterals of the disposed creditor’s rights; if creditor's rights over a related party, announcement shall be made of the name of the related party and the book amount of the creditor's rights, currently being disposed of, over such related party): N.A

8.Profit or loss from the disposal (not applicable in cases of acquisition of securities) (those with deferral should provide a table explaining recognition):N.A

9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important terms and conditions:To be handled based on applicable laws and regulations, as well as the tender offer prospectus

10.The manner of deciding on this transaction (such as invitation to tender,price comparison, or price negotiation), the reference basis for the decision on price, and the decision-making unit:

(1)The manner in which the current transaction was decided:

Handled in accordance with the “Regulations Governing the

Investing Activities of a Financial Holding Company”

(2)The reference basis for the decision on price: Based on the

independent fairness opinion issued by Hsiao-Fen Huang, a certified

public accountant of PwC engaged by CDF

(3)Decision making department: Board of Directors

11.Net worth per share of the Company's underlying securities acquired or

disposed of:NT$34.00

12.Cumulative no.of shares held (including the current transaction), their

monetary amount, shareholding percentage, and status of any restriction of

rights (e.g., pledges), as of the present moment:

(1)Cumulative volume: 1,474,495,559 ~ 2,237,925,697 common shares

(in addition to 409,511 thousand common shares held by CDF's

subsidiary, KGI Securities)

(2)Cumulative amount: NT$49,743.00 million ~ NT$67,759.95 million

(in addition to NT$14,460.86 million held by KGI Securities)

(3)Shareholding percentage: approximately 31.16% ~ 47.29%

(in addition to 8.66% held by KGI Securities)

(4)Restriction of rights: None

13.Current ratio of securities investment (including the current trade, as

listed in article 3 of Regulations Governing the Acquisition and Disposal of

Assets by Public Companies) to the total assets and equity attributable to

owners of the parent as shown in the most recent financial statement and

working capital as shown in the most recent financial statement as of the

present:

(1)Ratio of securities investments to total assets:97.88%~106.11%

(2)Ratio of securities investments to shareholder’s equity:

115.57%~125.29%

(3)Operating Capital: N.A

14.Broker and broker's fee:N.A.

15.Concrete purpose or use of the acquisition or disposal:

Upon completion of this tender offer, CDF will achieve more than

50% control of China Life, which should prove positive to the

profitability, capital efficiency, and return on shareholders'

equity of CDF. In the future, the subsidiaries under CDF will

carry out more comprehensive cooperation and enhance business synergies.

16.Any dissenting opinions of directors to the present transaction:No

17.Whether the counterparty of the current transaction is

a related party:No. (Tendering shareholders may include related parties,

and CDF shall not refuse to purchase any tendered shares under

regulatory requirements. Pursuant to Article 45 of the Financial Holding

Company Act, the CDF Board has adopted a supermajority resolution

regarding this matter.)

18.Date of the board of directors resolution:2020/11/27

19.Date of ratification by supervisors or approval by

the Audit Committee:2020/11/27

20.Whether the CPA issued an unreasonable opinion regarding the current

transaction:No

21.Name of the CPA firm:PricewaterhouseCoopers, Taiwan

22.Name of the CPA:Hsiao-Fen Huang

23.Practice certificate number of the CPA:FSC number 5380

24.Whether the transaction involved in change of business model:No

25.Details on change of business model:No

26.Details on transactions with the counterparty for the past year and the

expected coming year:No

27.Source of funds:Available cash on hand, issuance of corporate

bonds, distribution from subsidiaries, and short-term borrowing

28.Any other matters that need to be specified:

CDF will not purchase any shares tendered if the total number of

shares tendered in response to the tender offer does not exceed

the minimum number of shares to be acquired; CDF will acquire the

shares tendered pro rata from all tenderers if the total number of

shares tendered is more than the number of shares to be acquired.

(2)  This tender offer is subject to applicable regulatory approvals.

(3)  The maximum 1,000,000 thousand shares projected to be acquired,

together with the 1,237,926 thousand shares currently held by CDF and

the 409,511 thousand shares held by CDF's subsidiary, KGI Securities,

exceed one third of China Life’s outstanding shares, and therefore the

tender offer will be deemed a merger as defined in Article 10, Paragraph 1,

Subparagraph 2 of the Fair Trade Act. Furthermore, revenue of both CDF and

China Life for the preceding fiscal year exceeded the threshold amount

publicly announced by the Fair Trade Commission (“FTC”). This tender

offer is also subject to the condition that FTC expresses no objection to

the proposed combination by the end of the tender offer period.

(4)Details (including the relevant dates) of the tender offer will be

resolved by the board of directors, publicly announced and filed in

accordance with applicable laws upon regulatory approval of the investment.

The tender offer will then be executed and relevant matters shall be

subject to the tender offer prospectus delivered or announced

at that time.