Date of announcement 2015/03/02
Time of announcement 21:00:48
Date of events 2015/03/02
To which item it meets paragraph 11
Statement
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off, acquisition, or receiving assignment of shares):categorical assumption
2.Date of occurrence of the event:2015/03/02
3.Names of companies participating in the merger (e.g.name of the other company participating in the merger or consolidation, newly established company in a spin-off, acquired company, or company whose shares are taken assignment of):China Development Industrial Bank (hereinafter referred to as ”CDIB”)
4.Counterparty (e.g.name of the other company participating in the merger or consolidation, company taking assignment of the spin-off, or counterparty to the acquisition or assignment of shares):CDIB
5.Relationship between the counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), and explanation of the reasons for the decision to acquire, or take assignment of the shares of, an affiliated enterprise or related person, and whether it will affect shareholders' equity:
CDIB and KGI Bank are both wholly owned subsidiaries of China Development Financial Holding Corporation (hereinafter referred to as “CDF”). The transaction is according to the Share Swap Plan between CDF and KGI Bank for CDIB to categorically assign all assets and liabilities associated with its commercial banking business to KGI Bank.
6.Purpose/objective of the merger/acquisitionation:
Establish the professional division within the financial holding group, and thus enhance the overall return on shareholders' equity.
7.Anticipated benefits of the merger/acquisition:
Through the effective integration and reconfiguration of resources within the financial holding group to establish the professional division in commercial banking and venture capital industry, it will benefit in strengthening the overall competitiveness of the financial holding group.
8.Effect of the merger or consolidation on net worth per share and earnings per share:
CDF intends to improve the return on shareholders' equity continuously through the integration of the commercial banking business of CDIB and KGI Bank; therefore, the acquisition should result in a positive benefit in the future net worth per share and earnings per share.
9.Share exchange ratio and basis of its calculation:Not applicable
10.Scheduled timetable for consummation:The record date for categorical assignment and assumption will be resolved by the BODs of both parties after obtained the approval from the competent authority.
11.Matters related to assumption by the existing company or new company of rights and obligations of the extinguished (or spun-off) company:: Not applicable
12.Basic information of companies participating in the merger: Not applicable
13.Matters related to the spin-off (including estimated value of the business and assets planned to be assigned to the existing company or new company; the total number and the types and volumesof the shares to be acquired by the split company or its shareholders; matters related to the reduction, if any, in capital of the split company) (note: not applicable other than where there is announcementof a spin-off): Not applicable
14.Conditions and restrictions on future transfers of shares resulting from the merger or acquisition: Not applicable
15.Other important stipulations:None
16.Do the directors have any objection to the present transaction?:None
Announced KGI Bank Board’s resolution to categorically assume all assets and liabilities associated with the commercial banking business of CDIB.
2015-03-02
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