CTBC bank will acquire of 100% stake in CITIC Bank International (China) Limited for HK$ equivalent of CNY 2.353 billion in cash.

2015-05-26
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):
Share Acquisition
2.Date of occurrence of the event:2015/05/26
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):
CTBC Bank will acquire 100% stake in CITIC Bank International (China) Limited for around HK$ equivalent of CNY 2.353 billion (equivalent to
NTD 11.67 billion) in cash.
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):
CITIC Bank International Limited who is the 100% shareholder of CITIC Bank International (China) Limited.
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:
N/A
6.Purpose/objective of the merger/acquisitionation:
Through the transaction, CTBC Bank will become more competitive going forward by acquiring a nationwide licensed bank (CITIC Bank International
(China)) in China to further expand its prospective business in China.
7.Anticipated benefits of the merger/acquisition:
This acquisition allows CTBC Bank to acquire more bases of operations and clients in China.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
We expect the transaction to increase the aggregate net profits of CTBC Bank.
9.Share exchange ratio and basis of its calculation:N/A
10.Scheduled timetable for consummation:
The transaction will be closed upon the approvals of the applicable regulatory authorities in Taiwan and China and subject to satisfaction
of all other conditions precedent set out in the transaction agreement.
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::N/A
12.Basic information of companies participating in the merger:
Both buyer and target company are in banking industry.
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):N/A
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:No
15.Other important stipulations:
Base on the Share Purchase Agreement.
16.Do the directors have any objection to the present transaction?:No
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