ate of announcement 2021/02/03

Time of announcement 00:02:47

Date of events 2021/02/02

To which item it meets paragraph 38

Statement

 

1.Date of expiry of the public tender offer period:2021/02/02

2.Company name of the public tender offeror: China Development Financial Holding Corporation (“CDF”)

3.Location of the public tender offeror:12F, No.125, Sec.5, Nanjing E. Rd., Taipei, Taiwan (ROC)

4.Name of the public company whose securities were acquired:China Life Insurance Co., Ltd. (“China Life”)

5.Type of securities acquired:common shares

6.Period of the public tender offer:2021/1/8~2021/2/2

7.Where the condition existed that offeree securities had to reach a prescribed quantity for acquisition, whether the condition was met:

(1)CDF launched a tender offer to acquire common shares of China Life. As of January 28, 2021, the accumulated tendered shares have exceeded the planned minimum amount of 236,569,862 shares, and

(2)Fair Trade Commission has resolved on January 20, 2021 that the combination between CDF and China Life is not prohibited. Thus, all the conditions of this tender offer have been achieved. CDF has made a public announcement on MOPS on January 28, 2021, pursuant to Paragraph 2, Article 19 of the Regulations Governing

Public Tender Offers for Securities of Public Companies.

8.No.of offeree securities and actual no.traded:

(1)No. of offeree securities: 1,218,818,226 shares

(2)Actual no. traded: 1,000,000,000 shares

9.Time, method, and location of payment for the purchase consideration:

(1)Time: The offerees will receive the tender offer consideration within 5 business days (inclusive) following the expiration of the tender offer period (i.e., on or prior to February 9, 2021), provided that all conditions of the tender offer have been achieved and the tender offer has not been suspended according to the law.

(2)Method and location: President Securities Corp. (“President Securities”) will remit the consideration to the

offerees' bank accounts provided by Taiwan Depository and Clearing Corporation (“TDCC”). Should there be a mistake in the bank account information or any other reason that result in the inability to wire transfer the funds, President Securities will forward the consideration by non-transferable check at sight and mail the check to

the offerees' address provided by TDCC or offerees by registered mail. 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 will be deducted from the consideration to be paid by the offeror to the offeree, and the amount of the consideration 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 consideration 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 consideration (other than income tax), the

offeree will not be able to receive the consideration.

10.Time, method, and location of settlement of the traded securities:

(1)Time: Tendered and accepted shares will be settled within 5 business days (inclusive) following the expiration of the tender offer period (i.e., on or prior to February 9, 2021), provided that all conditions of the tender offer have been achieved and the tender offer has not been suspended according to the law.

(2)Method: Tendered and accepted shares will be transferred from President Securities’ Tender Offer Special TDCC Account (Account Number: 5850-572239-2) to the tender offeror’s TDCC account.

(3)Location: President Securities: 1F, No.8, Dongxing Rd., Taipei, Taiwan (ROC)

11.Return time, method, and location of the deposited but not dealt securities:(1)Time: The first business day after the expiration of the tender offer period.

(2)Method: CDF will acquire the shares from the offerees at a ratio after calculation (please refer to page 4 of the tender offer prospectus for the formula of such calculation). 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).

(3)Location: President Securities: 1F, No.8, Dongxing Rd., Taipei, Taiwan (ROC)

12.Any other matters that need to be specified: The accumulated tendered common shares reached

1,218,818,226 shares, exceeding the maximum acceptance threshold of 1,000,000,000 shares.