(Amendment of 2023/05/23) CDF on behalf of China Life announces the resolution of Investment Management Committee to sell 15 private funds

2023-06-15
Announcements

Date of announcement 2023/06/15
Time of announcement  16:53:38
Date of events 2023/06/15
To which item it meets paragraph 24

1.Name and nature of the underlying security (if preferred shares, the terms
and conditions of issuance shall also be indicated, e.g., dividend yield):
Ardian buyout fund VII and other 14 Private Funds
2.Date of occurrence of the event:2023/06/15
3.No., unit price, and monetary amount of the transaction:
No.: NA(due to the nature of Private Fund)
Unit price: NA(due to the nature of Private Fund)
Total Price: The amount disposed by the Company would be about
USD 274 million
4.Counterparty to the trade and its relationship to the company (if the
trading counterparty is a natural person and not a related party of the
company, its name is not required to be disclosed):
Counterparty:
Not related party: HV Perth LLC (HarbourVest Partners, LLC associate
company)、SDPE III Holdings A, L.P.(Sturbridge Capital, LLC associate
company)
Related party: CDIB Pearl Holding Limited(CDIB Capital International
(Hong Kong) Corporation Limited associate company)
Relationship: CDIB Pearl Holding Limited is the Company's financial
related party
5.Where the counterparty to the trade is a related party, an announcement
shall also be made of the reason for choosing the related party as trading
counterparty and the identity of the previous owner, including its
relationship with the company and the trading counterparty, the price of the
ownership transfer, and date of transfer:
Reason: The purchase price of CDIB Pearl Holding Limited is the same as
that of HV Perth LLC, which is also the highest.
Previous owner: N/A
6.Where the owner of the underlying securities within the past five years
has been a related party of the company, an announcement shall also include
the dates and prices of acquisition and disposal by the related party and
its relationship with the company at the time:N/A
7.Matters related to the creditor’s rights currently being disposed of
(including type of collateral of the disposed creditor’s rights; if the
creditor’s rights are creditor’s rights over a related party, the name of
the related party and the book amount of such creditor’s rights currently
being disposed of must also be announced):N/A
8.Profit (or loss) from the disposal (not applicable in cases of acquisition
of securities) (where originally deferred, the status or recognition shall
be stated and explained):
The amount of anticipated profit is about USD 43 million
9.Terms of delivery or payment (including payment period and monetary
amount), restrictive covenants in the contract, and other important
stipulations:
Delivery will take place at the agreed-upon time according to the
relevant clauses in the relevant contracts with the buyer.
Adjustments may still be made based on the contractual price adjustment
mechanism.
Other important stipulations: In accordance with the related purchase
and sale agreements
10.The manner in which the current transaction was decided, the reference
basis for the decision on price, and the decision-making unit:
Reference to market conditions, net asset value (NAV) provided by fund
management companies, secondary market transaction price reports
provided by external advisors, and a fairness opinion issued by the
Favorable Business Partner CPAs .
The decision-making unit is Board Meeting.
11.Net worth per share of company of the underlying securities acquired or
disposed of:N/A
12.The discrepancy between the reference price of private placement company
and the transaction amount per share is 20 percent or more:N/A
13.Current cumulative no., amount, and shareholding ratio of the securities
being traded (including the current transaction) as of the date of
occurrence and status of any restriction of rights (e.g.,pledges):
Current cumulative no.: N/A (due to the nature of Private Fund)
Amount: 0
Percentage: 0%
Restriction of right: None
14.Privately placed securities (including the current transaction) as a
percentage of total assets of the company and shareholder’s equity of the
parent company on the latest financial statements, and the operating capital
on the latest financial statements as of the date of occurrence:
ratio of private placement of securities to the total assets:1.28%
ratio of private placement of securities to shareholder's equity:23.91%
operating capital as shown in the most recent financial statement: N/A
15.Broker and broker's fee:
Greenhill & CO., Inc., broker's fee estimated to be USD 534 thousand
16.Concrete purpose or use of the acquisition or disposition:
In compliance with Insurance Law, legal use of the insurance funds
17.Whether the directors expressed any objection to the present transaction:
N/A
18.Whether the trading counterparty is a related party:Yes
19.Date of approval by board of directors:Will be on 2023/06/20
20.Recognition date by supervisors or approval date by audit committee:
Will be on 2023/06/20
21.Whether the CPA issued an opinion on the unreasonableness of the current
transaction:No
22.Name of the CPA firm:Favorable Business Partner CPAs
23.Name of the CPA:DAI,CAI-YONG
24.License no.of the CPA:Taipei Certified Public Accountants No.3904
25.Any other matters that need to be specified:
1. Update the counterparies and sales amount
2.Approximately USD 29.8 million will be sold to CDIB Pearl Holding
Limited

 

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