Date of announcement 2015/04/13
Time of announcement 21:57:43
Subject
Date of events 2015/04/13
To which item it meets paragraph 4
Statement
1.Date of occurrence of the event:2015/04/13
2.Name and nature of the subject matter:the commercial banking business of
China Development Industrial Bank (hereinafter referred to as ”CDIB”), the
shares in CDIB's leasing subsidiaries and the shares in Taiwan Financial
Asset Service Corporation held by CDIB
3.Transaction price:The transaction price is NTD 38 billion and will be
adjusted by the difference between the net value at the record date and the
valuation date.
4.Counterparty to the transaction:KGI Bank
5.Relationship to the Company:KGI Bank and CDIB are both wholly owned
subsidiaries of China Development Financial Holding Corporation
(hereinafter referred to as ”CDF”)
6.Projected profit or loss on the assignment:
the implicit P/B ratio of the transaction is 1.0
7.Price appraisal institution and price:
PwC issued the valuation report and PwC's CPA Hsiao-Fen Huang issued the
fairness opinion
8.Cause of any significant discrepancy with the monetary amount of the
transaction and CPA's opinion:None
9.Monetary amount of the assigned business or assets; their share
of net property, plant, equipment and investment property
;their share of total assets:the assigned items accounted for 83% and 99%
of assets and liabilities of CDIB respectively
10.Broker and broker's fee:None
11.Concrete objective or purpose of the assignment:
The transaction is according to the Share Swap Plan between CDF and KGI
Bank, CDIB to transfer its commercial banking business to KGI Bank.
12.Course and progression of relevant decision-making:
resolved by the shareholders' meeting
13.Projected effect on Company finances and business:
Through the effective integration and reconfiguration of resources within
the financial holding group, CDF is able to distinctly develop its division
expertise namely in the commercial banking and venture capital industry,
and further strengthen the overall competitiveness of the financial holding
group.
14.Any other matters that need to be specified:
1. The transaction has been announced on March 2nd, 2015. In accordance
to Article 185 of the Company Act, the BOD is authorized to exercise the
rights of the shareholders' meeting to alter the transaction method from
general assignment of all assets and liabilities associated with its
commercial banking business to business transfer in regarding to the
transfer of CDIB’s banking related business to KGI Bank
2. The transaction is subject to the approval of the regulatory authorities.
3. The BOD is authorized to exercise the rights of the shareholders'
meeting pursuant to Article 15 of the Financial Holding Company Act.