Date of announcement 2015/07/28
Time of announcement 08:50:02
Date of events 2015/07/27
To which item it meets paragraph 20
Statement
1.Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g.dividend yield):
(1)Name: KGI Securities (Thailand) Public Co. Ltd.
(2)Nature: Common shares
2.Date of occurrence of the event:2015/07/27
3.Volume, unit price, and total monetary amount of the transaction:
(1) Volume: 696,614,400 shares
(2) Unit price: THB 3.66
(3) Total monetary amount of the transaction: THB2,549.61mn (approximately NT$2,346mn)
4.Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed):
(1) Counterpart: KGI Asia (Holdings) Pte. Ltd.
(2) Relationship to the Company: Subsidiary company
5.Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition:
(1) A public announcement shall also be made of the reason for choosing the related party as trading counterpart: Organizational restructuring
(2) The identity of the previous owner: N/A
(3) Price of transfer and date of acquisition: N/A
6.Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times:N/A
7.Matters related to the creditor's rights currently being disposed of (including types of collateral of the disposed creditor's rights; if the creditor's rights are creditor's rights toward a related person, the name of the related person and the book amount of the creditor's rights toward such related person currently being disposed of must also be announced):N/A
8.Anticipated 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):N/A
9.Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:
(1) Terms of delivery or payment: cash or share swap, payment by remittance
(2) Restrictive covenants in the contract, and other important stipulations: None
10.The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:
(1) The current transaction was decided, the reference basis for the decision on price: The price per share is based on a volume-weighted average price (VWAP) of THB3.66 on Thailand's market from April 1,2015 to June 30, 2015; however, if the VWAP per share during the three-month period immediately preceding the date the last regulatory clearance was obtained is 10% above or below THB3.66, the consideration shall be calculated on the basis of the VWAP per share of the latter three-month period. The current transaction will include an opinion that has been issued by PricewaterhouseCoopers CPA in Taiwan.
(2) The decision-making department: Board of Directors
11.Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g.pledges):
(1) Cumulative volume: 0 shares
(2) Amount: US$0
(3) Shareholding percentage: 0%
(4) Status of any restriction of rights: N/A
12.Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder's equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:
(1) Total assets ratio: 63%
(2) Shareholders' equity ratio: 84%
(3) Operating capital: US$ -5,068,045
13.Broker and broker's fee:N/A
14.Concrete purpose or use of the acquisition or disposal: Organizational restructuring
15.Net worth per share of the underlying securities acquired or disposed of: NT$2.5
16.Do the directors have any objection to the present transaction?: None
17.Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: None
18.Any other matters that need to be specified:
(1) The transaction is subject to the approval of the competent authorities
(2) THB/NT$=1:0.9200 to be announced by the Central Bank of the Republic of China (Taiwan) on June 30, 2015