Taishin Financial : Announcement for issuing Class E registered preferred shares for capital raising and the terms and record date

Announcement for issuing Class E registered preferred shares for capital raising and the terms and record date

1.Date of the resolution by the board of directors or decision by the Company:2016/10/27
2.Number of shares issued:500,000,000 Class E preferred shares
3.Par Value per share:NT$10
4.Total monetary amount of the issue: Subject to the issue price per share,
the total amount will be announced on the pricing date.
5.Issue price: To be announced on the pricing date.
6.Number of shares subscribed by or allocated to employees:15% of total issued Class E preferred shares, 75,000,000 shares.
7.Ratio of shares subscribed by existing shareholders:75% of total issued Class E preferred shares, 375,000,000 shares, will be reserved for subscription by existing shareholders according to their respective
holding as stated in shareholders' register book on the record date.
8.Number of shares publicly sold:10% of total issued Class E preferred shares,50,000,000 shares, publicly sold by public subscription.
9.Method of handling fractional shares and shares
unsubscribed by the deadline: The chairman is authorized to allocate the remaining fractional shares together with shares relinquished by existing shareholders and employees to specific parties at the issue price through negotiation.
10.Rights and obligations of the newly issued shares:
(1)Tenor: Perpetual.
(2)Dividend Yield: An annual dividend yield is set at '7-year IRS+ The fixed rate' per annum of the issue price at the pricing day. 'The fixed rate' will be determined by the chairman, who was authorized by the board, within the range of [3.1375%~4.0375%]. 7-year IRS will be reset on the next business day after each seventh anniversary day after issuance thereafter. The pricing date for reset is the second business day of financial industry in Taipei immediately preceding each reset date. The 7-year IRS rate is the arithmetic mean of 7-year IRS rates appearing on Reuters pages 'PYTWDFIX' and 'COSMOS3' at 11:00 a.m.(Taipei time) on the relevant pricing date for reset. If such rate cannot be obtained, the company will determine the rate based on reasonable market price with good faith. The dividend yield will be announced on the pricing date.
(3)Dividend Payment: The Company has sole discretion on the distribution of Class E preferred share dividends. Earnings distribution proposals will be devised by the board of directors in accordance with Article 40-1 of the Articles of Incorporation and then submitted to the annual general meeting of shareholders for acknowledgment. Earnings available for distribution to preferred shares and ordinary shares under an acknowledged earnings distribution proposal will be distributed firstly to Class D preferred shares and then to Class E preferred shares, if any. Any remaining balance shall be distributed according to the Articles of Incorporation. In years when the Company concludes insufficient or no surplus to fully pay off dividends for Class E preferred shareholders, the unpaid dividend will not be carried forward to years with earnings.
(4)Restrictions on Payment of Dividends to Common Shares: Except for the dividends prescribed in the preceding subparagraphs herein, Class E
preferred shareholders are not entitled to participate in the distribution of cash or stock dividends with regard of the ordinary shares and other preferred shares derived from earnings or capital reserves.
(5)Redemption: Seven years after the issue date, the Company may, subject to the competent authority's approval, recall a portion or all of
outstanding Class E preferred shares at any time at the issue price. The rights and obligations associated with any remaining outstanding Class
E preferred shares shall continue as specified herein.
(6)Liquidation Preference: In the event of liquidation, Class E preferred shareholders shall be given priority to claim on the Company's remaining assets over ordinary shareholders, but subordinate to Class D preferred shareholders, and no more than issuance amount of outstanding Class E preferred shares.
(7)Voting Rights or Election Rights: Class E preferred shareholders are not entitled to any voting rights or election rights in shareholders'
meeting. However, they may vote in Class E preferred shareholder meetings and in general shareholder meetings with regard to agenda items concerning rights and obligations of Class E preferred shareholders.
(8)When the Company issues new shares for capital raising, Class E preferred shareholders shall be entitled equivalent preemptive rights on the new shares to ordinary shareholders and Class D preferred shareholders.
11.Utilization of the funds from the capital increase: Enrich working capital、strengthen financial structure of the company and enhance
capital adequacy ratio, and meet the needs of investment in subsidiaries and business expansion in the future.
12.Record date of cash capital increase:2016/11/29
13.Last date before book closure:2016/11/24
14.Book closure starting date:2016/11/25
15.Book closure ending date:2016/11/29
16.The period for payment of subscription:
(1) Payment period for existing shareholders and employees will be from 2016/12/05 to 2016/12/20.
(2) Payment period for specific counterparties will be from 2016/12/21 to 2016/12/27.
17.The dates of the agreement with proceeds collection and deposit banks: An announcement will be made after the agreement is officially signed.
18.The name of the bank designated to collect proceeds: An announcement will be made after the agreement is officially signed.
19.The name of the bank designated to deposit proceeds: An announcement will be made after the agreement is officially signed.
20.Any other matters that need to be specified:
(1) The recapitalization through issuance of Class E preferred shares was approved by the Financial Supervisory Commission, per document
Jin-Kuan-Jheng-fa-zih No.1050041849, dated October 26, 2016.
(2) The ex-right date: 2016/11/23
(3) The closed period of Class D preferred shares is from 2016/11/04 to 2016/11/29.
(4)Class E preferred shares will be applied to list on TWSE, and the listing date has been provisionally arranged on 2017/02/10.