CDF, on behalf of KGI Securities, announced the Board of Directors’ resolution on capital reduction by returning the CDF Common Stocks to the Parent Company

2022-01-21
Announcements

Date of announcement 2022/01/21

Time of announcement 18:32:03

Date of events   2022/01/21

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.):China Development Financial Holding Corporation Common Stocks.

2.Date of occurrence of the event:2022/01/21

3.Amount, unit price, and total monetary amount of the transaction:(1) Amount: Common Stock 340,713,669 shares(2) Unit price: Common Stock NT$18.75 per share(3) Total monetary amount: NT$ 6,388,381,293

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) Trading counterparty: China Development Financial Holding Corp.(2) Relationship with the Company: The Parent Company

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:(1) After the merger of China Development Financial Holding Corp. withChina Life, the Company’s shareholding in China Life 425,892,087 shares of common stocks converted into China Development Financial Holding Corp.common stocks 340,713,669 shares and preferred stocks 310,901,223 shares.The base date of the merge is 2021/12/30.(2) For the development strategy and capital allocation planning of ChinaDevelopment Financial Holding Corp. and improving the capital efficiency,the Company is planning of reducing capital by returning China DevelopmentFinancial Holding Corp. common stocks 340,713,669 shares and preferred stocks 310,901,223 shares, which are converted from the shares of ChinaLife due to the merge.

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

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:Capital reduction by returning the China Development Financial Holding Corp.Common Stocks to the Parent Company

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 of deciding on this transaction: Capital reduction by returning the China Development Financial Holding Corp. Common Stocks to the Parent Company(2) The reference basis for the decision on price : using the closing prices of China Development Financial Holding Corp. Common Stocks on 2022/1/20 (the valuation day)(3) The decision-making unit : Board of directors

11.Net worth per share of the Company's underlying securities acquired or disposed of:14.81

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 no. of shares held:0 units(2) Monetary amount : NT$ 0(3) Shareholding percentage: 0 %(4) Status of any 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)To the total assets: 29.16%(2) To the equity : 36.17%(3) Working capital as shown in the most recent financial statement : NA

14.Broker and broker's fee:None

15.Concrete purpose or use of the acquisition or disposal:Capital reduction by returning the China Development Financial Holding Corp.Common Stocks to the Parent Company

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

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

18.Date of the board of directors resolution:2022/01/21

19.Date of ratification by supervisors or approval by the Audit Committee:2022/01/21

20.Whether the CPA issued an unreasonable opinion regarding the current transaction:N/A

21.Name of the CPA firm:FORTUNE & CO., CPAs

22.Name of the CPA:Kevin Tsai

23.Practice certificate number of the CPA:Taipei Certified Public Accountant Association Certificate No.2622

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

25.Details on change of business model:NA

26.Details on transactions with the counterparty for the past year and the expected coming year:N/A

27.Source of funds:Capital reduction by transferring the China DevelopmentFinancial Holding Corporation Common Stocks

28.Any other matters that need to be specified:None

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