Announcement Date: July 23, 115 Statement Date: July 22, 115 Statement Time: 17:31:31 Company Code: 2891 Company Name: CTBC Financial Holding Subject: Announcement of Board Resolution to Subscribe to Private Placement of Common Shares in CTBC Securities via Cash Capital Increase of up to NT$5 Billion Applicable Clause: Clause 24 Factual Date: July 22, 115
1. Name and Nature of the Subject Matter (if preferred shares, specify terms such as dividend rate): Private placement of common shares of CTBC Securities
2. Factual Date: 07/22/115
3. Number of Units, Unit Price, and Total Transaction Amount: 1. Number of Shares: Tentatively 288,350,600 shares 2. Unit Price: Tentatively NT$17.34 per share 3. Total Transaction Amount: Not exceeding NT$5 billion
4. Counterparty and Relationship with the Company (if individual and not a related party, name may be omitted): 1. Counterparty: CTBC Securities 2. Relationship with the Company: 100% owned subsidiary of the Company
5. If the counterparty is a related party, state the reason for selection, previous transferor, relationships among parties, transfer date, and amount: 1. Reason for selecting related party: To strengthen the subsidiary's capital and financial structure and meet future operational needs, the Company has decided to fully subscribe to CTBC Securities' private placement shares. 2. Previous Transferor: Not applicable 3. Relationship among previous transferor, the Company, and counterparty: Not applicable 4. Previous transfer date and amount: Not applicable
6. If the subject's owner was a related party within the past five years, disclose acquisition/disposal date, price, and relationship with the Company: Not applicable
7. Matters related to disposal of receivables (including types of collateral, and if receivables from related parties, disclose names and book amounts): Not applicable
8. Gain (or loss) from disposal (not applicable for acquisition of securities) (if deferred, list recognition details): Not applicable
9. Delivery or payment terms (including period and amount), contractual restrictions, and other important agreements: 1. Delivery or payment terms: Full payment of the capital increase amount (up to NT$5 billion) expected on the subscription benchmark date 2. Contractual restrictions and other important terms: Capital increase can only proceed after CTBC Securities' board (acting in lieu of shareholders' meeting) approves the capital increase and the Company submits an application to and obtains approval from the Financial Supervisory Commission
10. Method of transaction decision, pricing reference basis, and decision-making unit: 1. Transaction decision method: Subscription via cash capital increase 2. Pricing reference basis: Reference to CTBC Securities' current capital increase issue price per share 3. Decision-making unit: Board meeting held on July 22, 115
11. Net asset value per share of the securities-issuing company: NT$17.34
12. Is the private placement reference price more than 20% different from the transaction price per share? No
13. Cumulative holdings (including this transaction) to date: number of shares, amount, ownership percentage, and rights restrictions (e.g., pledge status): After this subscription, expected holdings: 1,078,804,839 shares, amounting to NT$19,892,531 thousand, ownership ratio 100%. No rights restrictions are expected.
14. Proportion of cumulative private placement securities investment (including this transaction) to total assets and equity attributable to owners of the parent in the Company's latest financial statements, and operating capital amount in latest financial statements: (1) Proportion to total assets: 41.34% (2) Proportion to equity attributable to owners of the parent: 50.02% (3) Operating capital amount in latest financial statements: Not applicable
15. Manager and brokerage fees: None
16. Specific purpose or use of acquisition or disposal: To strengthen CTBC Securities' capital and financial structure and meet future operational needs
17. Dissenting directors' opinions on this transaction: None
18. Is this transaction a related-party transaction? Yes
19. Board approval date: July 22, 115
20. Supervisor approval or Audit Committee consent date: July 21, 115
21. Did the accountant issue a non-reasonable opinion? Not applicable
22. Name of accounting firm: Not applicable
23. Accountant's name: Not applicable
24. Accountant's license number: Not applicable
25. Other disclosures: The capital increase will only proceed after CTBC Securities' board (acting in lieu of shareholders' meeting) approves the capital increase and the Company obtains approval from the Financial Supervisory Commission after submitting an application.
FACT BOX
- Source: PR Times
- Category: Funding