1.Date of reporting of public tender offer:2021/01/07
2.Company name of the public tender offeror:China Development Financial Holding Corporation (“CDF”)
3.Company location of the public tender offeror:12F, No.125, Sec.5, Nanjing E. Rd., Taipei, Taiwan (ROC)
4.Business Registration Certificate No.of the public tender offeror:70827383
5.Name of the public company whose securities are to be acquired:China Life Insurance Co., Ltd. (“China Life”)
6.Type of securities to be acquired:common shares
7.No.of securities to be acquired:236,569,862 (Minimum Number of Shares to be Acquired)
 ~ 1,000,000,000 common shares (Expected Volume to be Acquired)8.Expected price of the securities to be acquired:NT$23.6 per share
9.Scheduled period of the public tender offer:From (Taiwan Time) January 8, 2021 to February 2, 2021.
The period of time to accept the tendering of the shares shall start from 9:00 a.m. to 3:30 p.m. (Taiwan Time) on each business day during
the Tender Offer period. However, the Offeror may apply to the Financial Supervisory Commission (”FSC”) for extension of the Tender Offer period
and publicly announce the same in accordance with applicable laws and regulations; provided that the extended period may not exceed 50 days.
10.Purpose of the public tender offer: 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.
11.Conditions of the public tender offer:
(1) Tender Offer Period:
From (Taiwan Time) January 8, 2021 to February 2, 2021.  The period of
time to accept the tendering of the shares shall start from 9:00 a.m.
to 3:30 p.m. (Taiwan Time) on each business day during the Tender Offer
period. However, the Offeror may apply to the FSC for extension of the
Tender Offer period and publicly announce the same in accordance with
applicable laws and regulations; provided that the extended period may
not exceed 50 days.
(2) The Expected Volume and the Minimum Number to be Acquired:
1,000,000,000 shares of common shares of the Target Company in total
(”Expected Volume to be Acquired”), around 21.13% of the total number
of issued common shares of the Target Company (i.e., 4,731,397,242
common shares) as latest amended on and shown on the website of the
Ministry of Economic Affairs as of December 16, 2020 (”Total Number of
Issued Common Share”)
(1,000,000,000 shares / 4,731,397,242 shares ≒ 21.13%).
In the event that the final number of shares validly tendered is below
the Expected Volume to be Acquired but has reached 236,569,862 shares
(the ”Minimum Number of Shares to be Acquired”), the conditions of the
Tender Offer in respect of number of shares to be acquired shall be
deemed to have been met. After all conditions to the consummation
of the Tender Offer are satisfied (i.e., the final number of shares
validly tendered reaches the Minimum Number of Shares to be Acquired,
and the Taiwan Fair Trade Commission (“TFTC”)
resolves not to prohibit this Tender Offer),
the Offeror shall acquire a total number of shares equals to the
Expected Volume to be Acquired, provided that this Tender Offer has not
been suspended pursuant to the law.  If the total number of tendered
shares exceeds the Expected Volume to be Acquired, the Offeror will
acquire the shares from the Offerees at a ratio after calculation.
In order to avoid the situation where the consideration received by an
Offeree is not sufficient to pay the securities transaction tax, service
fees to the TDCC and securities brokers, expenses for bank remittance
or postage for delivery of check by a registered mail and other necessary
and reasonable expenses and taxes for paying the Purchase Price,
if the shares to be tendered after calculation are less than 3 shares,
the tendering of such shares will be rejected.
(3) The Purchase Price for the Offer:NT$23.6 per share in cash.
Any Offeree shall on his/her/its own bear the securities transaction tax,
income tax (if any), service fees to the TDCC and securities brokers,
expenses for bank remittance or postage for delivery of check by a
registered mail and other necessary and reasonable expenses and taxes
for paying the Purchase Price.Service fees to TDCC and securities
brokers shall be calculated based on number of deposits made by the
Offerees. Service fees to the securities brokers are not applicable
for shares deposited at the depository bank.  If there is such additional
expense, the Offeror and President Securities Corp. will report and publicly
announce the same pursuant to laws. Except for income tax, securities
transaction tax, service fees to the TDCC and securities brokers,
expenses for bank remittance or postage for delivery of check by a
registered mail and other necessary and reasonable expenses and taxes for
paying the Purchase Price will be deducted from the Purchase Price to be
paid by the Offeror to the Offeree, and the amount of the Purchase Price
shall be rounded down to the nearest whole number in ”New Taiwan Dollars”
(i.e., a fraction of a New Taiwan Dollar shall be rounded down).
In the event that the Purchase Price is insufficient to cover the
aforementioned securities transaction tax, service fees to the TDCC and
securities brokers, expenses for bank remittance or postage for delivery
of check by a registered
mail and other necessary expenses and taxes for paying the Purchase Price
(other than income tax),
the Offeree will not be able to receive the Purchase Price.
(4) Whether or not any approval from, or filing with, the FSC and other
competent authorities with respect to the Tender Offer is required, and
whether such approval or filing has been obtained or became effective:
a. The Tender Offer shall not be launched before making a filing with
the FSC and publicly announcing the same in accordance with Paragraph 2 of
Article 43-1 of the Securities and Exchange Act and Paragraph 1 of
Article 7 and Paragraph 1 of Article 11 of the Regulations Governing
Public Tender Offers for Securities of Public Companies.
The Offeror made a public announcement on January 6, 2021 pursuant to
the aforementioned laws and regulations and will make a filing
with the FSC on January 7, 2021.
b. Up to 1,000,000,000 common shares of the Target Company to be acquired
by the Offeror via this Tender Offer plus the 1,237,925,697 shares and
409,511,623 shares in the Target Company held by the Offeror and its
subsidiary KGI Securities Co., Ltd. as of the date of the filing of this
Tender Offer, respectively, exceeds one half of the total issued and
outstanding shares of the Target Company, which qualifies as a combination
of “holding or acquiring the shares or capital contributions of another
enterprise to an extent of more than one third of the total number of voting
shares or total capital of such other enterprise” as stipulated by
Subparagraph 2, Paragraph 1, Article 10 of the Fair Trade Act (”TFTA”).
In addition, the turnover in Taiwan of the Offeror and
the Target Company for the most recent fiscal year, respectively, reaches
the thresholds that require a combination notification to be filed with
the TFTC as stipulated by point 1 and point 3 of the TFTC
Ruling Gong-Zong-Zhi No. 10511610001 dated December 2, 2016,
while no exemption stipulated by Article 12 of the TFTA shall apply. Thus,
the Offeror filed a combination notification to the TFTC on
December 1, 2020. After the TFTC reviewed the aforementioned filing and
supplements, the TFTC has confirmed, by a letter No. 1091260811 dated
December 28, 2020, the receipt of all required documents on
December 17, 2020 pursuant to Paragraph 7, Article 11 of the TFTA.
Obtaining TFTC’s clearance of not prohibiting this Tender Offer
is a condition precedent to the completion of this Tender Offer.
If the Offeror could not obtain TTFC’s clearance of not prohibiting
this Tender Offer before the expiration of the Tender Offer period
(if the Tender Offer period has been extended, the extended Tender Offer
period) or the TFTC resolves to prohibit this Tender
Offer, the Offeree shall bear the risks with respect to the failure
to complete this Tender Offer, the delay in receipt of Purchase Price,
or market price fluctuation.
(5) Once the conditions to the Tender Offer are met and the Offeror publicly
announces the same, unless there are circumstances as described in
Paragraph 6, Article 19 of the
Regulations Governing Public Tender Offers for Securities of Public
Companies, the Offerees shall not withdraw their offers to sell.
(6) If all conditions of the Tender Offer have been satisfied and the Tender
Offer has not been suspended according to the law, the Tender Agent will
issue the payment of the consideration of this Tender Offer within 5
business days following the expiration of the Tender Offer period
(or if extended, the last day of the extended Tender Offer period).
(7) For other conditions, please see the Tender Offer Prospectus,
which may be found on:
http://www.pscnet.com.tw/ (i.e. the website of the Tender Agent,
President Securities) or
the Market Observation Post System: http://mops.twse.com.tw.
12.Name of the appointed institution:President Securities Corp.
13.Location of the appointed institution:1F, No.8, Dongxing Rd., Taipei,
Taiwan (ROC)
14.Securities will continue to be purchased even after the no.of offeree
securities has reached a predetermined no.or percentage, or any other
purchase conditions:1,000,000,000 shares of common shares of the Target
Company
in total, around 21.13% of the total number of issued common shares of the
Target Company (i.e., 4,731,397,242 common shares) as latest amended on
and shown on the website of the Ministry of Economic Affairs as of
December 16, 2020 (1,000,000,000 shares / 4,731,397,242 shares ≒ 21.13%).
In the event that the final number of shares validly tendered is
below the Expected Volume to be Acquired but has reached 236,569,862
shares, the conditions of the Tender
Offer in respect of number of shares to be acquired shall be deemed to
have been met.
After all conditions to the consummation of the Tender Offer are satisfied
(i.e., the final number of shares validly tendered reaches the Minimum
Number of Shares to be Acquired, and the Taiwan Fair Trade Commission
resolves not to prohibit this Tender Offer), the Offeror shall acquire
a total number of shares equals to the Expected Volume to be Acquired,
provided that this Tender Offer has
not been suspended pursuant to the law.  If the total number of
tendered shares exceeds the Expected Volume to be Acquired, the Offeror
will acquire the shares from the Offerees at a ratio after calculation.
In order to avoid the situation where the consideration received by an
Offeree is not sufficient to pay the securities transaction tax, service
fees to the TDCC and securities brokers, expenses for
bank remittance or postage for delivery of check by a registered mail
and other necessary and reasonable expenses and taxes for paying
the Purchase Price, if the shares to be tendered after calculation
are less than 3 shares, the tendering of such shares will be rejected.
15.Manner of handling situation when the no.of offeree securities falls
short of, or exceeds, a predetermined purchase quantity:
(1) If the Tender Offer does not reach the Minimum Number of Shares to
be Acquired or the suspension of the tender offer proceeding is approved
by the FSC, the Tender Offer will be revoked entirely. President Securities
will return the unpurchased shares to the Offerees’ TDCC
account from President Securities’ Tender Offer Special
TDCC Account (Account Number: 5850-572239-2).
(2) If the total number of tendered shares exceeds the Expected
Volume to be Acquired, the Offeror will acquire the shares from
the Offerees at a ratio after calculation.  In order to avoid the
situation where the consideration received by an Offeree is not
sufficient to pay the securities transaction tax, service fees to
the TDCC and securities brokers, expenses for bank remittance or
postage for delivery of check by a registered mail and other necessary
and reasonable expenses and taxes for paying the Purchase Price,
if the shares to be tendered after calculation are
less than 3 shares, the tendering of such shares will be rejected.
Therefore, Offerees should bear the risk of selling only a portion of
tendered shares. President Securities will return the unpurchased
shares to the Offerees' TDCC account from President Securities’
Tender Offer Special TDCC Account (Account Number: 5850-572239-2)
16.Does the matter involve the Investment Commission, Ministry of Economic
Affairs? (applicable when overseas Chinese or foreign nationals purchase
securities offered by a public company from the Republic of China; if so,
please specify one of the following concerning the case: ”submitted, not yet
approved” or ”approved”):N/A
17.Does the matter involve the Fair Trade Commission (enterprise merger; if
so, please specify one of the following concerning the case: ”submitted, not
yet effective” or ”effective”):submitted, not yet effective
18.The public tender offer application letter shall be examined by an
attorney who shall then issue a legal opinion.If the public tender offer
must be approved by or reported to the FSC or other competent authorities
before it can take effect, a legal opinion must also be submitted.(Please
disclose the legal opinion in its entirety under ”23.Any other matters that
need to be specified according to the SFB”.):
The application has been examined by the attorney
who has issued the legal opinion.
19.Evidence of the ability to carry out payment for the public tender offer
consideration:
CPA Po-Ju Kuo of PricewaterhouseCoopers,
Taiwan has issued a confirmation that the Offeror has the ability
to perform payment of the tender offer consideration.
20.Where the aforementioned funds have been obtained via loan, please
provide a document with the details of the loan, any evidential documents,
and the repayment plan:The total consideration for this Tender Offer
is up to NT$23.6 billion. The sources of funds include available cash
on hand, issuance of unsecured corporate bonds, distribution from
subsidiaries, and short-term borrowing.
21.Where securities are used for public tender consideration pursuant to the
provisions of the Regulations Governing Tender Offers for Purchase of the
Securities of a Public Company, please provide the names and types of said
securities, their average prices for the previous three months, and the
closing prices, time of acquisition, and cost of acquisition on the day
prior to filing of the report; the factors affecting the price of
consideration; and factors affecting determination of the price:N/A
22.Information about directors who are stakeholders in the public tender
offer (including name of natural person directors or legal person directors
and their representatives, relevant details about the interests held by
directors or their representatives, the reasons of their participation or
absence from discussion, details of recusal from discussion, and reasons of
approval or opposition regarding merger resolution):
(1) Director Stefano Paolo Bertamini, and Shan-Jung (Michelle) Yu,
who are directors of China Life, excused themselves from discussion
and voting due to a conflict of interest.
(2) Directors Lionel de Saint-Exupery, who is the representative of
institutional director GPPC Chemical Corporation, excused himself
from discussion and voting at the suggestion of GPPC Chemical Corporation.
23.Any other matters that need to be specified according to the SFB: (Please
disclose the legal opinion in its entirety and other information as
required.):(1) Legal opinion issued by attorney: Please see the tender
offer prospectus.
(2) Written confirmation that the Offeror has the ability to perform
payment of the tender offer  consideration: Please see the
tender offer prospectus.