Date of announcement 2021/01/05

Time of announcement 18:02:18

Date of events 2021/01/05

To which item it meets paragraph 11

Statement

 

1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Public tender offer

2.Date of occurrence of the event:2021/01/05

3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred):

China Life Insurance Co., Ltd. (“China Life”)

4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer):All common shareholders of China Life who tender their shares

5.Whether the counterparty of the current transaction is a related party:Yes

6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer

shares to an affiliated enterprise or related party, and whether it will affect shareholders’ equity: Tendering shareholders may include interested party as stipulated in Article 45 of Financial Holding Company Act. CDF shall not refuse to buy any tendered share and therefore the CDF board has adopted a supermajority resolution regarding this matter.

7.Purpose of the merger and acquisition:Upon completion of this public tender offer, CDF will achieve

more than 50% control of China Life.

8.Anticipated benefits of the merger and acquisition: In the future, the subsidiaries under CDF will carry out more comprehensive cooperation and enhance business synergies.

9.Effect of the merger and acquisition on net worth per share and earnings per share:Upon completion of this public 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. It should have positive benefits for CDF's future book value and earnings per share.

10.Share exchange ratio and calculation assumptions:

(1)Share exchange ratio: Not Applicable. The consideration for this public tender offer shall completely be in cash, with an acquisition price of NT$23.6 per share.

(2)Calculation basis: Based on the independent fairness opinion issued by Hsiao-Fen Huang, a certified public accountant, of PwC engaged by CDF.

11.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No

12.Name of accounting, law or securities firm: PricewaterhouseCoopers, Taiwan

13.Name of CPA or lawyer:Hsiao-Fen Huang

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

15.Estimated date of completion:From January 8, 2021 to February 2, 2021. The public tender offeror may report to the FSC and make a public announcement to extend the public tender offer period according to the relevant regulations.

16.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:N/A

17.Basic information of companies participating in the merger:N/A

18.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):N/A

19.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:None

20.Other important terms and conditions:None

21.Any objections from directors to the transaction:None

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

23.Details on change of business model:N/A

24.Details on transactions with the counterparty for the past year and the expected coming year:None

25.Source of funds:Available cash on hand, issuance of unsecured corporate bonds, distribution from subsidiaries,

and short-term borrowing

26.Any other matters that need to be specified:

(1)The completion of this public tender offer is subject to the approval of Fair Tarde Commission, where if not granted to CDF before the expiry of the public tender offer period (if extended, the expiry of the extended period), the tendering shareholders shall bear the risks of non-completion of the public tender offer, the delay of the payment, and the fluctuation of the share price.

(2)CDF's application for the public tender offer was approved by Banking Bureau and Insurance Bureau of FSC.